Corporate

February 10, 2020, Inside Compensation

The U.S. Department of Labor (“DOL”) has published a final rule, which takes effect on March 16, 2020, outlining the new four-factor approach DOL will use to determine whether, under the Fair Labor Standards Act (“FLSA”), a business is a “joint employer” of another company’s employees and thus jointly and severally liable for wage and...… Continue Reading

January 28, 2020, Covington Alert

Critical audit matters, or “CAMs,” have been an important topic of discussion among investors, auditors, public companies and audit committees since the Public Company Accounting Oversight Board (“PCAOB”) adopted Auditing Standard 3101 (“AS 3101”) on June 1, 2017.

January 17, 2020

WASHINGTON—Covington represented Piramal Enterprises Limited in its definitive agreement to sell Decision Resources Group to Clarivate Analytics plc, in a deal valued at $950 million. The $950 million purchase price includes $900 million in cash and approximately $50 million in Clarivate ordinary shares to be issued following the one-year anniversary of ...

January 13, 2020

WASHINGTON—Covington represented Elanco Animal Health in connection with an agreement with Dechra Pharmaceuticals to divest Osurnia® for $135 million in an all-cash deal. Covington also represented Elanco in an agreement to divest the U.S. rights and related assets for Capstar® to PetIQ, Inc., for $95 million in an all-cash deal. Elanco is a global animal ...

January 9, 2020, Inside Compensation

We recently wrote about Rev. Proc. 2019-39, which provides for remedial amendment periods for 403(b) plans and establishes deadlines for 403(b) plans to adopt discretionary amendments and amendments that correct form defects.  Rev. Proc. 2019-39 also announced the IRS’s intent to include changes to § 403(b) requirements on its annual Required Amendments List ...

January 9, 2020, Inside Compensation

California employers are ringing in the new year with a host of new workplace laws.  Here is an overview of new employment-related laws, along with recommendations for compliance.  All of the laws, unless otherwise specified, went into effect on January 1, 2020. You can use these links to jump to the summaries of new laws...… Continue Reading

January 9, 2020, WatersTechnology

Michael Nonaka spoke with WatersTechnology about the impact of the California Consumer Privacy Act on financial institutions. Mr. Nonaka says, “There are exemptions [in the CCPA] for information that is covered by the GLBA. This is consumer information used by FIs, including broker-dealers. But there is not a broad exemption that just takes out the entirety of ...

January 1, 2020, Law360

Mike Nonaka is quoted in Law360 regarding the New York Department of Financial Services and the Conference of State Bank Supervisors’ fintech charter, which is being challenged for its validity in the Southern District of New York. Mr. Nonaka says, “The [fintech charter case] is important litigation, because many of the companies that could be interested in the ...

January 1, 2020, Financial Times

Lindsey Tonsager spoke with the Financial Times about the California Consumer Privacy Act (CCPA) and the different ways companies are trying to comply with the new law. Addressing some companies’ efforts to create self-serve portals to handle users’ privacy requests, Ms. Tonsager says, “This works fine but if you get a high spike of data access requests — right ...

January 1, 2020, Practical Law

December 30, 2019, American Banker

Mike Nonaka spoke with American Banker about fintech companies’ struggle to gain banking charters in 2019 and the prospect for better results in 2020. Mr. Nonaka says, “States are looking at how difficult the federal landscape can be, and based on their current laws, they're looking for ways to attract companies — either through their current regulations or even ...

December 19, 2019, Inside Compensation

Earlier this week, the IRS issued long-awaited proposed regulations under Section 162(m) of the Internal Revenue Code.  Our colleagues at Covington’s Tax Reporting & Withholding Blog published a comprehensive summary and analysis of the proposed regulations.  As you will see, the proposed regulations fell short of proposing workable solutions for public ...

December 19, 2019, Inside Compensation

In October, the U.S. Department of Labor released a proposed rule that would increase plan administrators’ ability to make certain required ERISA pension disclosures through electronic, rather than paper, delivery.  Below is a summary of the proposed rule with some highlights on aspects of the proposal that have been questioned by interested parties and ...

December 19, 2019, Inside Compensation

The Departments of Health and Human Services, Labor and Treasury released a new “Transparency in Coverage” proposed rule that requires most group health plans and issuers to publicly disclose negotiated rates with in-network providers and historical data showing amounts paid for covered items or services furnished by out-of-network providers.  In addition, group ...

December 19, 2019, Covington Alert

The German legislator has adopted a new Act, implementing the European Second Shareholder Rights Directive which, inter alia, sets forth increased transparency and approval requirements for related party transactions. The new Act will come into force on January 1, 2020.

December 16, 2019

WASHINGTON—Mergers & Acquisitions magazine has named Catherine Dargan as one of the “Most Influential Women in Mid-Market M&A.” The special report showcases “champions of change, committed to transforming the dealmaking world and to inspiring and guiding the next generation.” Ms. Dargan, co-leader of the firm’s Mergers & Acquisitions practice and a member of the ...

December 15, 2019, American Banker

Karen Solomon is quoted in American Banker regarding bank regulators’ push to reform the Community Reinvestment Act and its reception from the OCC, FDIC, and Federal Reserve. Ms. Solomon says, “[I]t looks to me on first read like there are multiple elements of the determination of the CRA rating. Some of it appears to be at the assessment level, some of it at ...

December 13, 2019, The Recorder

Eric Holder spoke with The Recorder for a Q&A on diversity in big law and being a role model within the legal community with Phuong Phillips, Zynga chief legal officer. What is the status of diversity and inclusion in the legal industry? What can we do to improve that?   “Our profession is not yet where it needs to be. Law firms are trying to do a better job, ...

December 9, 2019

WASHINGTON—Covington represented Merck & Co., Inc. in its definitive agreement under which Merck, through a subsidiary, will acquire ArQule for $20 per share in cash for an approximate total equity value of $2.7 billion. ArQule is a publicly traded biopharmaceutical company focused on kinase inhibitor discovery and development for the treatment of patients with ...

December 9, 2019, Covington Alert

On December 6, 2019, the Office of the U.S. Trade Representative (USTR) published a notice determining that the Digital Service Tax of France (“the DST”) is unreasonable or discriminatory and burdens or restricts U.S. commerce under Section 301 of the Trade Act of 1974.

December 5, 2019, Inside Compensation

Many lawsuits against employer group health plans hinge on the enforceability of the plan’s anti-assignment provision. ERISA does not give providers the right to sue for plan benefits. A provider’s lawsuit must be derived from the participant’s right to plan benefits. In other words, the participant must assign his or her right to the provider....… Continue ...

December 5, 2019, Covington Alert

On December 2, 2019, the U.S. Department of the Treasury ("Treasury Department") and the Internal Revenue Service ("IRS") released final regulations, as well as new proposed regulations (the “2019 proposed regulations”), addressing issues related to the determination of foreign tax credits in light of the changes made by the Tax Cuts and Jobs Act (“TCJA”).

November 22, 2019

WASHINGTON—Law360 has named seven Covington lawyers as MVPs, third most among all firms, in their respective practice areas. The awards single out lawyers from across numerous practice areas based on their success in high-stakes litigation, complex global matters, and record-breaking deals. The Covington lawyers recognized as Law360 MVPs are: Thomas ...

November 22, 2019, Law360

Karen Solomon is quoted in Law360 regarding the Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation’s draft regulations to curb uncertainty in the consumer credit and securitization markets in the wake of the controversial  Madden v. Midland Funding decision. This court decision upset long-standing industry expectations that the ...

November 20, 2019, Law360

Mike Nonaka is quoted in Law360 regarding the legality of the Office of the Comptroller of the Currency's fintech charter and the Conference of State Bank Supervisors' model payments. Both the OCC and CSBS have taken the concerns of industry to heart, and each initiative, while potentially overlapping in their goals of reducing regulatory burdens, may very well ...

November 19, 2019, Covington Alert

New Guidelines on Outsourcing Arrangements (EBA/GL/2019/02) (“Guidelines”) have been issued by the European Banking Authority (“EBA”) and came into force on September 30, 2019. Within these Guidelines, the EBA aims to contribute to a harmonized framework for outsourcing on a European level. At the same time, the EBA acknowledges the increased interest of ...

November 15, 2019

NEW YORK—Latinvex has named Covington among the top ten international law firms doing work in Latin America and first among firms in trade & sanctions. The firm was also singled out particularly for its role in handling in arbitration, corporate/M&A, and fraud/FCPA matters. Covington’s Latin America practice draws on a dedicated team of lawyers and advisors who ...

November 11, 2019, Covington Alert

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed two rule amendments as part of its ongoing effort to modernize and improve the proxy voting system. The SEC proposed amendments to its rules governing proxy solicitations to clarify the application of such rules to proxy advisory firms making voting recommendations and to impose new ...

November 5, 2019

NEW YORK—Covington represented Eisai Co., Ltd. in connection with its sale to Royalty Pharma of royalties on sales of tazemetostat by Epizyme, Inc. outside of Japan for $330 million. Under a collaboration agreement between Epizyme and Eisai, Epizyme is responsible for the development and commercialization of tazemetostat outside of Japan, and Epizyme owes ...

November 1, 2019, Inside Compensation

On September 23, 2019, the Department of the Treasury and the Internal Revenue Service released final regulations amending the rules applicable to hardship distributions from 401(k) plans. The final regulations are substantially similar to the proposed regulations issued on November 14, 2018 (described in this previous blog post), such that plans that have been ...

October 2019, Global Arbitration Review

October 2019, Global Arbitration Review

October 29, 2019, Inside Compensation

On September 3, 2019, the IRS issued Revenue Ruling 2019-19, which discusses participants’ and beneficiaries’ inclusion of income and qualified retirement plans’ withholding and reporting obligations for uncashed distribution checks.  Although the Revenue Ruling describes only a qualified retirement plan under Code section 401(a), the same reasoning would most ...

October 28, 2019, Inside Compensation

On September 30, 2019, the Internal Revenue Service issued Revenue Procedure 2019-39, which finalizes important changes to how sponsors and employers can ensure 403(b) plan compliance.  The guidance is a welcome update from the Service, which initiated a regular system of remedial amendment periods for 403(b) plans in 2013, with the first period ending on...… ...

October 27, 2019

NEW YORK—Covington represented Central European Media Enterprises Ltd. in its definitive agreement to be acquired by an affiliate of PPF Group N.V. in a cash transaction valued at approximately $2.1 billion. Under the terms of the agreement, holders of all of CME’s issued and outstanding Class A common shares will receive $4.58 per share. This valuation ...

October 15, 2019

LONDON—Covington has advised BenevolentAI on its $90 million investment from Temasek, a Singapore-headquartered investment company. BenevolentAI aims to improve the lives of patients suffering from diseases with no effective treatment. The Benevolent Platform® is used by scientists and technologists to find new ways to treat disease, improve the efficacy, and ...

October 14, 2019

NEW YORK—Covington represented financial advisor Tudor, Pickering, Holt & Co. in Parsley Energy, Inc.'s acquisition of Jagged Peak Energy. Parsley and Jagged Peak entered into a definitive merger agreement under which Parsley will acquire Jagged Peak in an all-stock transaction valued at approximately $2.27 billion, including Jagged Peak's net debt of ...

October 14, 2019, Covington Alert

The European Union directive known as DAC 6 requires EU “intermediaries” (including advisors, banks and businesses) to disclose to EU tax authorities details of any cross-border arrangements which feature a reportable “hallmark”.

October 11, 2019, Law360

Brian Rosenzweig spoke with Law360 about the SEC’s decision to allow all companies to pursue “testing-the-waters” communications with institutional investors before registering their offerings. Mr. Rosenzweig says, “Having a successful IPO is challenging regardless of size. So opening up those tools to the entire universe of potential IPO issuers can only help.”

October 10, 2019

WASHINGTON—The National Law Journal has named Covington's Rusty Conner to its inaugural list of "Finance, Banking, & Capital Markets Trailblazers." This list profiles 35 lawyers who are agents of change in their respective practice areas. Mr. Conner’s practice is focused on mergers and acquisitions, corporate finance, corporate governance, and related strategic ...

October 10, 2019, International Financial Law Review

Brian Rosenzweig is quoted in the International Financial Law Review regarding the clarifications made to the SEC’s “test-the-waters” provision. Mr. Rosenzweig believes that there are no significant changes from the rules proposed earlier this year, although some minor tweaks were made. "The rules were adopted pretty much as proposed, and are generally viewed by ...

Autumn 2019, IJGlobal

October 8, 2019, Law360

October 8, 2019, Covington Alert

A pharmaceutical company, Mylan, N.V., recently paid $30 million to settle an SEC enforcement action alleging multiple disclosure failures arising from an investigation by the Department of Justice.

October 1, 2019

WASHINGTON—Lindsay Kitzinger, who until recently was an Attorney Advisor in the Office of International Tax Counsel, within the U.S. Treasury's Office of Tax Policy, has rejoined Covington as a partner in its Tax Practice Group in Washington. During her time at Treasury, Ms. Kitzinger was involved in the tax reform legislation that was enacted in December 2017, ...

October 1, 2019

WASHINGTON—Covington has promoted to its partnership 14 lawyers based in eight different offices, including nine women and six lawyers of ethnically diverse backgrounds.   “Our new partners are exceptionally talented lawyers from a wide range of the firm’s offices and most important practices, and they are extremely well-positioned to carry the firm forward,” ...

September 27, 2019, Covington Alert

On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...

September 24, 2019, Law360

September 10, 2019, The Recorder

September 4, 2019, RIAIntel

Brian Rosenzweig spoke with RIAIntel about the continued need for registered investment advisers to file Form S-3 with the SEC. Mr. Rosenzweig says, “It is certainly customary for public companies to seek to file and declare a shelf registration statement as soon as they become shelf-eligible, which is typically one year after an IPO.” Companies routinely file ...

September 2, 2019

DUBAI—Rupert Harper has joined Covington’s Corporate Practice as a partner in Dubai. Mr. Harper’s arrival follows the recent addition of international arbitration partner Philip Norman, also resident in Dubai. Mr. Harper has a wide-ranging practice advising on mergers and acquisitions, joint ventures, private equity buy-outs, and strategic investment ...

August 27, 2019

FRANKFURT—WirtschaftsWoche, Germany’s leading business weekly news magazine, has named Covington as the top law firm for IT law and Dr. Lars Lensdorf, a partner in Covington’s Frankfurt office, to its list of top IT lawyers in Germany. Dr. Lensdorf focuses his practice on IT law, outsourcing, digitalization and industry 4.0, IT related bank regulatory matters, ...

August 27, 2019, Global Arbitration Review

Marney Cheek is quoted in Global Arbitration Review regarding Eli Lilly & Company’s victory over a French biotech company that alleged it had misused trade secrets and confidential information. Ms. Cheek says, “We are very pleased that the tribunal acknowledged the innovative and independent work of Lilly scientists. We are delighted with the outcome.”

August 22, 2019, Law360

Ian Hargreaves is quoted in Law360 regarding the U.K.’s minibond scandal and the regulatory response. Mr. Hargreaves says, “Customers are arguing that they believed the minibonds were FCA-authorized when they were not. Consequently, their impression was that the investments were safer than they actually were.” He adds, “Essentially, the FCA regulates by activity ...

August 20, 2019, Law360

August 20, 2019, Law360

Michael Nonaka is quoted in Law360 regarding Madden v. Midland Funding, a case that called into question the validity of interest rates on bank-originated debt that is later transferred to nonbank partners, such as fintech firms. The decision largely rejected the "valid-when-made" doctrine stating that a loan's interest rate remains legal as long as it was legal ...

August 14, 2019, The Information

Anne Termine spoke with The Information about the issues cryptocurrency exchange companies face with U.S. regulation. Some exchange companies have resulted to forbidding U.S. customers from using their services. Ms. Termine said that to avoid regulatory scrutiny and possible fines, crypto exchanges should make a “reasonable effort” to prevent U.S. residents from ...

August 7, 2019

WASHINGTON—Covington’s Government Contracts and Communications regulatory practices are representing Communications & Power Industries LLC (CPI) in its recently announced deal to acquire SATCOM Technologies, the antenna systems business of General Dynamics Mission Systems, Inc., a business unit of General Dynamics. SATCOM Technologies designs, manufactures and ...

August 7, 2019, Wall Street Journal

David Martin is quoted in The Wall Street Journal regarding gun violence’s effect on corporate disclosures. Mr. Martin says, “People are legitimately trying to think through whether it’s responsible to put a risk factor like this in the document.” Deciding what to disclose, and which risks count as material, is more art than science. Figuring out whether a ...

July 26, 2019, Covington Alert

From April 2020, new rules will require all large and medium-sized private sector organisations to determine the employment status of their contractors and, where applicable, withhold tax and social security and pay employer social security on payments made to relevant contractors.

July 25, 2019

PALO ALTO—Covington advised Standard Cognition in its $35M Series B Preferred Stock financing, led by EQT Ventures with participation from existing investors Initialized Capital, CRV, and Y-Combinator. This financing brings Standard’s total funding to date to more than $86M, and its post-money valuation to $535M, more than doubling its valuation from its prior ...

July 22, 2019

NEW YORK—Covington advised Bayer in a definitive agreement to sell the Dr. Scholl’s™ business to Yellow Wood Partners for a purchase price of $585 million. Bayer is a global enterprise with core competencies in the life science fields of health care and nutrition. Its products and services are designed to benefit people by supporting efforts to overcome the ...

July 16, 2019, Law360

July 15, 2019, The Wall Street Journal

David Kornblau is quoted in The Wall Street Journal regarding a new SEC policy which will change the agency’s stance on waivers. According to Mr. Kornblau, the new policy doesn’t substantively change the SEC’s decision-making process on waivers, but it may make it easier for companies to enter into settlement agreements. “It allows the companies to make those ...

July 12, 2019

PALO ALTO—Covington advised Argo AI, LLC, a technology platform company that is working with leading automakers to deliver a fully integrated self-driving system, in the deal announced today with Volkswagen AG and Ford Motor Company. Volkswagen will be making a $2.6 billion investment, becoming Argo AI’s second investor and building upon a $1 billion investment ...

July 12, 2019, Risk

Randy Benjenk is quoted in Risk regarding new liquidity rules for foreign banks’ U.S. branches. Mr. Benjenk says, “There is a concern [in the U.S.] that the home country regulators of foreign banks won’t let the foreign bank put out the fire in the U.S. because it should be conserving its liquidity for some stress event in the home country.”

July 1, 2019, The Projects and Construction Review, Edition 9

June 20, 2019, Law360

June 18, 2019

WASHINGTON—Covington is representing Peraton in its recently announced deal to acquire Solers, Inc., a leading provider of software development and systems integration for space situational awareness, satellite ground systems and operations, cybersecurity engineering, and enterprise cloud-based solutions. Covington is handling government contracts, national ...

May 2019, Bloomberg Law

May 29, 2019, The Deal

Amy Wollensack and Sergio Urias are quoted in The Deal regarding middle market carve-outs.   Ms. Wollensack says, “In the past, middle market firms haven't had the operational capacity to be able to create a free-standing business," Wollensack said. "But as private equity firms expand their operational capacities -- in many cases by adding operating partners -- ...

May 23, 2019

WASHINGTON—Covington is representing Alion Science and Technology Corporation in a recently announced deal to sell its Naval Systems Business Unit to Serco Inc. for $225 million. The sale, subject to certain regulatory approvals, is expected to close in the second half of 2019. Headquartered in McLean, VA, Alion delivers advanced engineering, IT and, operational ...

May 22, 2019, The Oath

Philip Norman’s arrival was featured in The Oath. Both Mr. Norman and Bruce Wilson discuss the firm’s growing Dubai office.  

May 21, 2019

WASHINGTON—Covington advised Merck & Co., Inc., in its definitive agreement under which Merck, through a subsidiary, will acquire privately held Peloton Therapeutics, Inc. in exchange for an upfront payment of $1.05 billion in cash. In addition, Peloton shareholders will be eligible to receive a further $1.15 billion contingent upon successful achievement of ...

May 20, 2019

NEW YORK—Covington advised LifeArc, a UK-based medical research charity, on its monetization of a portion of its royalties relating to Keytruda® for $1.297 billion (approximately £1 billion). This royalty monetization is the largest single-product royalty monetization ever done by a non-profit. The transaction closed on May 10, 2019, the culmination of efforts ...

May 17, 2019

NEW YORK—The Metropolitan Black Bar Association honored Amy Wollensack as its 2019 Private Practitioner of the Year at its 35th Anniversary Gala. This award recognizes an individual who has demonstrated exemplary leadership and service and commitment to the community at large. Ms. Wollensack is co-chair of the firm’s Private Equity Practice Group and a member of ...

May 13, 2019

NEW YORK—Covington advised Bayer in a definitive agreement to sell its Coppertone™ business to Beiersdorf AG, a provider of skin care products, for $550 million. Bayer is a global enterprise with core competencies in the life science fields of health care and nutrition. Its products and services are designed to benefit people by supporting efforts to overcome ...

May 8, 2019

LOS ANGELES—The Daily Journal has named Robyn Polashuk, Clara Shin, and Sonya Winner to its 2019 “Top Women Lawyers,” recognizing the “top women lawyers in California.” Ms. Polashuk co-chairs the firm's Communications and Media Industry Group and serves as managing partner of the firm’s Los Angeles office. Her practice focuses on the licensing and distribution ...

May 7, 2019, Global Arbitration Review

April 30, 2019, Covington Alert

For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...

April 23, 2019, Law360

Tim Hester is quoted in Law360 regarding the firm’s success in 2018. Mr. Hester believes the firm’s success is tied to the law firm's particular strategy, which he said sets it apart from the competition. The law firm offers a combination of substantive and regulatory expertise and a mix of high-end litigation, corporate, and investigations and white collar ...

April 17, 2019, Bank Director

Rusty Conner is quoted in Bank Director regarding the potential succession of WSFS’s CEO. Mr. Conner says, “It’s picture perfect from the standpoint of how it should be handled.” He says that allows all essential parties the chance to prepare and make thoughtful decisions about the succession process. “It’s a combination of the board asking questions annually, ...

April 15, 2019

LOS ANGELES—The Los Angeles Business Journal named Covington partner Robyn Polashuk to its 2019 list of “Most Influential Women Lawyers.” This is the fifth consecutive year the publication has named her to the list. Ms. Polashuk, who co-chairs the firm’s Communications and Media Industry Group and serves as managing partner of the Los Angeles office, was ...

April 15, 2019

WASHINGTON—India Business Law Journal has named Ralph Voltmer to its “International A-list.” The list consists of the world’s top 100 India-focused lawyers at international law firms. Mr. Voltmer, chair of the firm’s India Practice, advises clients in cross-border transactions such as mergers and acquisitions, joint ventures, strategic alliances, and financings. ...

April 8, 2019

WASHINGTON—Seasoned private equity executive David M. Marchick has rejoined Covington in its Washington office. Mr. Marchick provides strategic counsel on complex issues at the intersection of law, policy, and reputational risk. He advises clients on their most challenging and significant strategic matters that involve C-Suite decision-making, drawing upon his ...

April 5, 2019

WASHINGTON—Covington advised Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd., in its definitive agreement with Harris Corporation for the acquisition of Harris' Night Vision business for a purchase price of $350 million. The closing of the transaction is subject to receipt of regulatory approvals. Elbit Systems Ltd. is an international high ...

April 5, 2019

LONDON—Two Covington transactions were recognized with the IJGlobal 2018 Awards for African Refinancing Deal of the Year and for Middle East & North Africa Power Deal of the Year. The IJGlobal Awards celebrate the top transactions that closed over the past calendar year across the international infrastructure and energy sectors, while recognizing the ...

April 5, 2019

NEW YORK—Covington represented IFM Tre, Inc. in its sale to Novartis for a $310 million upfront cash payment and up to $1.265 billion in milestone payments (for a total of $1.575 billion). IFM Tre develops chemically distinct systemic, gut-directed, and CNS-penetrant drug candidates to address several indications triggered by NLRP3, including metabolic, ...

March 2019, The American Lawyer

The American Lawyer has recognized Covington in its 2019 Dealmakers of Year.

March 27, 2019

WASHINGTON—The American Lawyer has recognized Covington among its 2019 “Dealmakers of the Year.” The annual feature highlights “the lawyers behind the most significant work” in deal making, and this marks the second time the firm has received this distinction in the last three years. In March 2018, Covington helped Qualcomm, Inc. secure a U.S. Presidential ...

March 26, 2019, Global Investigations Review

March 25, 2019, Law360

Covington successfully represented Chase Bank USA, N.A. in a case involving misleading credit reports.

March 24, 2019, Bloomberg

Richard Keenan is quoted in Bloomberg regarding Israel’s potential expansion into the Egyptian liquefied natural gas industry. Without its own LNG plant, Israel’s ability to access foreign markets to export gas from its major fields “remains limited,” said Mr. Keenan. The options Delek is weighing would open the possibility to exports in “markets in Europe and ...

March 20, 2019, CGTN

Daniel Levine spoke with CGTN news about China's 2019 government work report and the latest draft of a new foreign investment law. He noted that the financial performance of state-owned entities lags that of China's private sector. He added that increased foreign investment could benefit Chinese consumers.

March 19, 2019, Law360

Law360 covered Kevin Zaragoza’s move to Covington’s Tax Practice Group in New York. He says, “Covington has an excellent international practice. It’s kind of an exciting time to be a tax lawyer after tax reform and all the changes that are happening in regulations, and Covington has a lot of interesting cross-border work that I wanted to be a part of.”  

March 18, 2019

NEW YORK—Kevin Zaragoza has joined Covington's Tax Practice Group as a partner in New York. Mr. Zaragoza's arrival follows the recent addition of tax partner Kevin Otero also in New York. Mr. Zaragoza concentrates on the domestic and cross-border tax aspects of mergers and acquisitions, leveraged buy-outs, dispositions, minority investments, partnership and ...

March 18, 2019

NEW YORK—Covington represented Rothschild & Co US Inc. and Greenhill & Co., financial advisors to NII Holdings, Inc., in its sale of Nextel Brazil to América Móvil for a purchase price of $905 million on a debt-free and cash-free basis. The sale represents the disposition of NII's sole remaining operating asset. Additionally, in connection with the transaction, ...

March 13, 2019, Law360

Sergio Urias and Amy Wollensack are quoted in Law360 regarding the increase in private equity firms partnering with sovereign wealth funds and pension funds in club deals.   Mr. Urias says, “You spend a lot of time talking about and negotiating exit provisions — when do you go public? Can you sell down? What happens to your governance rights when you start to ...

March 4, 2019, CNBC

In a discussion with CNBC, Timothy Stratford discusses the U.S.-China trade negotiations and complications that the two countries may face when it comes to enforcing an agreement.

March 2019, IAA Newsletter

February 28, 2019

NEW YORK—Her Justice, a non-profit organization that provides free legal help to women living in poverty in New York City, has presented Laura Torre with the John K. Geiger Award. The award is presented in memory of John Geiger, a volunteer turned lawyer at Her Justice. Mr. Geiger demonstrated unyielding compassion and dedication towards his clients and brought ...

February 25, 2019, Covington Alert

On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.

February 22, 2019, Law360

February 21, 2019

WASHINGTON—Covington advised the Chicago Cubs and Northside Entertainment Holdings, LLC in the formation of a joint venture with Sinclair Broadcast Group that will own and operate Marquee Sports Network, a regional sports network based in Chicago. Marquee Sports Network will be the exclusive network of the Chicago Cubs beginning with the 2020 Major League ...

February 19, 2019, Covington Comment Letter

February 19, 2019, Covington Comment Letter

February 19, 2019, Covington Comment Letter

February 15, 2019, Global Data Review

Denny Kwon and Tom DeFilipps spoke with Global Data Review on Mr. Kwon’s move to Covington.   Mr. Kwon told GDR that for him, Covington was a natural fit in light of the increased prominence of regulatory issues in M&A transactions and the firm’s “incredibly broad” array of practices. He said that data usage and privacy issues are becoming increasingly ...

February 14, 2019, BBC World News

Tim Stratford spoke with BBC World News and laid out an optimistic scenario for a trade agreement between the U.S. and China. Mr. Stratford says, “The structural issues that divide the U.S. and China are so significant that it’s hard to see an agreement really effectively dressing all of them.”

February 13, 2019, Law360

Denny Kwon and Tom DeFilipps spoke with Law360 about Mr. Kwon’s move to Covington.   Mr. DeFilipps says, “Denny will greatly enhance our Northern California corporate offering and our ability to further develop M&A and broader corporate relationships with West Coast-based technology and life sciences clients.”   Mr. Kwon told Law360 that his favorite part of ...

February 13, 2019, Project Finance International

February 12, 2019, Law360

We are proud to partner with our client Uber in support of the first-of-its-kind Law in Technology Diversity Collaborative to help expand the pipeline of diverse lawyers. The summer internship program includes seven tech companies and 12 law firms that will provide opportunities for women and underrepresented minorities in technology law.

February 12, 2019, The Recorder

Denny Kwon and Tom DeFilipps are quoted in The Recorder regarding Denny Kwon’s move to Covington.   Mr. Kwon, who moved to the firm’s San Francisco office as a partner, says, “I have seen complex regulatory issues arise more frequently for technology companies, not only in M&A transitions but also in their ordinary day to day operations. The depth and the ...

February 11, 2019

SAN FRANCISCO—Denny Kwon has joined Covington as a partner in its Corporate Practice in San Francisco. Mr. Kwon represents numerous public and private companies, private equity firms, and investment banks in a wide range of M&A transactions. His transactional experience includes the acquisition and sale of domestic and foreign public companies, private ...

February 11, 2019, Law360

Rusty Conner spoke with Law360 about the BB&T-SunTrust merger. He says, “It is a more favorable regulatory environment in which two institutions of that size could obtain regulatory approval to merge, but it’s the underlying business reasons for doing the transaction that I’m certain drove the CEOs to get together and the boards to approve the deal. You don’t do ...

February 7, 2019

NEW YORK—Latinvex has named Covington partners Nicole Duclos, Rubén Kraiem, Miguel López Forastier, and Gabriel Mesa among “Latin America’s Top 100 Lawyers” in 2019. Ms. Duclos represents clients in international commercial and investment arbitration, as well as transnational litigation. Clients interviewed by Latinvex praised Ms. Duclos’ extensive arbitration ...

February 4, 2019, Law360

Law360 covered Kevin Otero’s move to the firm as a partner in our tax practice group. Mr. Otero will represent large corporations and individuals before the IRS. He also will advise and represent clients before the U.S. Tax Court, U.S. Court of Federal Claims, and federal district and appellate courts across the country. He says, “There’s been a lot of ...

February 4, 2019, Covington Alert

With potential liabilities in excess of $30 billion stemming from a series of deadly wildfires that ignited across Northern California in 2017 and 2018, Pacific Gas and Electric Company and its holding company PG&E Corp. (PG&E) filed for Chapter 11 relief in the United States Bankruptcy Court for the Northern District of California on Tuesday.

February 1, 2019

NEW YORK—Kevin Otero has joined Covington's Tax Practice Group as a partner in New York. Mr. Otero advises clients on all aspects of tax controversy matters including audits, administrative appeals, transfer pricing controversies, and tax litigation. He also has extensive experience advising clients on technical tax risk management, strategic audit and ...

January 30, 2019

PALO ALTO—Covington advised South Korea-based SK Holdings in its $100 million investment in Kinestral Technologies, Inc. The Series D funding round was led by SK Holdings and included existing Kinestral investors like 5AM Ventures, Alexandria Real Estate, Capricorn Investment Group, and Versant Ventures.  Headquartered in the San Francisco Bay Area, Kinestral ...

January 22, 2019

NEW YORK—Covington advised Prisma Medios de Pago, Argentina’s leading payments company, in the sale of a controlling stake to Advent International. Prisma’s existing shareholders will retain a 49% stake in the company. The transaction values 100 percent of Prisma at $1.42 billion.   Prisma is an Argentinian company established in 2014 through the merger of Visa ...

January 16, 2019, Covington Alert

On December 19, 2018, the German Government decided to further tighten the rules for the control of foreign investments in German companies under the German Foreign Trade Regulation (Außenwirtschaftverordnung, “AWV” - the “Amendment”). Already in July 2017, the German Government adopted stricter rules for the control of foreign investments.

January 14, 2019, Agenda

Reid Hooper is quoted in Agenda regarding the SEC’s current shareholder proposal rules. Mr. Hooper says, “These costs include the opportunity costs to boards, management and in-house staff to understand and analyze each of the issues of the proposals. That [time] could be better utilized managing the business and engaging directly with shareholders.”

January 11, 2019, Reuters

David Martin is quoted in Reuters regarding the partial U.S. government shutdown’s effect on corporate executives’ decisions on proxies. Mr. Martin said corporate clients are already calling with questions and the pace will ramp up as deadlines loom to mail out proxies. He says, “A lot of the public companies are beginning to wonder about this and worry about ...

January 9, 2019

WASHINGTON—Karen Solomon has joined Covington's Financial Services Group in Washington. Before joining Covington, Ms. Solomon served as the Acting Senior Deputy Comptroller and Chief Counsel at the Office of the Comptroller of the Currency (OCC). In that role and in her prior role as Deputy Chief Counsel, Ms. Solomon’s work included developing and drafting ...

January 9, 2019, Covington Alert

On January 2 of this year, former House Ways & Means Chairman Kevin Brady (R-TX) introduced the Tax Technical and Clerical Corrections Act. It contains technical corrections to existing tax law, many of which relate to Public Law 115–97, also known as the Tax Cuts and Jobs Act (TCJA) of 2017. Mr. Brady introduced this measure as a discussion draft and has ...

January 7, 2019

WASHINGTON—Former U.S. Senator Jon Kyl has re-joined Covington in its Public Policy practice. Senator Kyl will focus on matters of policy and strategy for the firm’s clients. “We are extremely proud of Jon’s service to the country and the people of Arizona and delighted that he has rejoined us,” said Timothy Hester, Covington’s chair. “Given his profile and ...

January 7, 2019, Covington Alert

On December 18, 2018, the Securities and Exchange Commission (the “SEC”) announced that it had adopted final rules1 implementing a provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring public companies to make certain disclosures regarding their hedging policies and practices.

2019, ABI Law Review

December 21, 2018

LONDON—Covington’s Project Development and Finance practice has been recognized at the PFI Awards 2018 for the team’s work on the Al Ezzel and Sakaka transactions, which won “Middle East and Africa Refinancing Deal of the Year” and “Middle East and Africa Power Deal of the Year” respectively. The $243 million new financing facility for Al Ezzel Power Company, a ...

December 20, 2018

BEIJING—The American Chamber of Commerce in the People's Republic of China (AmCham China) has elected Tim Stratford, managing partner of Covington’s Beijing office, as Chair of the Board of Governors for 2019. He previously served as chair from 2000-2001. Mr. Stratford practice is focused on advising international clients doing business in China and assisting ...

December 19, 2018

NEW YORK—Covington advised Tetragon Financial Group Limited on the merger of its GreenOak Real Estate joint venture with Bentall Kennedy, Sun Life Financial Inc.’s  North American real estate and property management firm. The combined entities will be called Bentall GreenOak. Tetragon will remain an investor in Bentall GreenOak, which the merger values at $940 ...

December 19, 2018

NEW YORK—Covington advised Stagecoach Group plc in its agreement to sell its North America division to an affiliate of private equity firm, Variant Equity Advisors, LLC. This transaction reflects an enterprise value for Stagecoach's North America Division of $271.4 million. Stagecoach’s North America Division operates bus and coach services. It provides ...

December 14, 2018

WASHINGTON—Covington advised Merck & Co., Inc. on its acquisition of Antelliq Group for approximately €2.1 billion ($2.4 billion) plus the assumption of €1.15 billion of debt. Antelliq will be wholly owned and separately operated subsidiary within the Merck Animal Health Division. Antelliq is an animal intelligence group focused on animal identification, ...

December 5, 2018, Covington Alert

Earlier this year Congress passed and President Trump signed the Foreign Investment Risk Review Modernization Act (“FIRRMA”), transformational legislation reforming the operations of the Committee on Foreign Investment in the United States (“CFIUS”).

November 29, 2018, American Banker

Michael Nonaka is quoted in the American Banker regarding how banks focused on improving their technology have shown a propensity to quickly enter into fintech partnerships. Mr. Nonaka says, “One of the most interesting developments is now small and large banks have gotten to the point where these partnerships are just business as usual. There is a lot more ...

November 16, 2018, Agenda

Reid Hooper is quoted in Agenda regarding the Corporate Governance Fairness Act, a bill that would require proxy advisory firms to register under the Investment Advisers Act of 1940, would give the SEC examination authority over the firms, and would provide a basis for future rulemaking. Mr. Hooper says the proposed bill would be aimed at “improving transparency ...

November 16, 2018, Law360

Jean Veta is quoted in Law360 regarding state Attorney General election results and the impact on investigations and enforcement activity on banks. Ms. Veta says, “While banks may feel some effects of the blue wave, I don’t look for banks to be swamped by that wave.”   But in the current strong economic environment, she said she doesn’t see comparable scope for ...

November 15, 2018

PALO ALTO—Covington advised Standard Cognition, which provides artificial intelligence-powered autonomous checkout solutions for brick and mortar retailers, in raising a $40 million round of Series A Preferred Stock investment. Available to any retailer, the Standard Cognition solution allows consumers to shop and pay without waiting in line, scanning, or ...

November 12, 2018

WASHINGTON—Covington is advising private equity firm Veritas Capital on healthcare and other regulatory aspects of its recently announced deal to acquire athenahealth for approximately $5.7 billion. athenahealth is a leading provider of network-enabled services for hospital and ambulatory customers nationwide. Rujul Desai and Ian Brekke are leading the Covington ...

November 9, 2018

NEW YORK—Latinvex has named Covington among the top ten international law firms doing work in Latin America. In addition to this honor, Latinvex has recognized Covington as the top firm for Trade, among the top five for FCPA & Fraud, as well as for Arbitration, and among the top ten for Corporate/M&A. Covington’s Latin America practice draws on a dedicated team ...

November 7, 2018, Law360

Donald Murray is quoted in Law360 regarding the effect of the 2018 midterm elections on capital markets. Mr. Murray said he spent the past few days discussing the election with bankers, noting that the outcome was anticipated. He adds, “It seems to be full speed ahead for capital markets deals. The pipeline is strong; it seems to continue growing. To my ...

November 1, 2018

NEW YORK—Covington advised Illumina, Inc. in its announced $1.2 billion acquisition of Pacific Biosciences. Illumina is a leading developer, manufacturer, and marketer of life science tools and integrated systems for large-scale analysis of genetic variation and function, and the company’s products are used for applications in life sciences, oncology, ...

October 31, 2018, Risk

Randy Benjenk is quoted in Risk regarding the Federal Reserve’s new proposal to assess risk in a more targeted way, splitting banks into four categories.   US global systemically important banks (G-Sibs) land in the first category; banks with more than $700 billion in assets, or more than $75 billion in cross-jurisdictional activity, are in the second. Those ...

October 25, 2018, Covington Alert

On October 16, 2018, the Securities and Exchange Commission (the “Commission”) issued a Section 21(a) report of investigation (the “Report”) warning public companies about the importance of assessing the likelihood of cyber-related threats when designing internal accounting controls. The Report described the Division of Enforcement’s investigation of nine ...

October 24, 2018, Covington Alert

California Governor Jerry Brown recently signed into law a number of landmark bills aimed at strengthening sexual harassment protections in the workplace and boosting gender equality in the boardroom. Here is an overview of the new statutes; unless otherwise specified, they take effect on January 1, 2019.

October 10, 2018, Covington Alert

As described in our earlier alert, in August the Securities and Exchange Commission (the “Commission”) adopted amendments to its disclosure rules to eliminate requirements it deemed “redundant, duplicative, overlapping, outdated, or superseded” (the “Amendments”) based, in part, on other Commission rules and generally accepted accounting principles in the United ...

October 8, 2018

SILICON VALLEY—The Korean American Bar Association of Northern California has awarded Covington partner Catharina Min its inaugural “Trailblazer Award.” The “Trailblazer Award” recognizes the outstanding achievements, commitment, and leadership of a lawyer who has paved the way for the advancement of Korean-American lawyers in the Bay Area. Ms. Min represents ...

October 8, 2018, Tax Notes

October 3, 2018, Covington Alert

On September 30, 2018, California Governor Jerry Brown signed Senate Bill 826 into law making California the first state to require corporations to include women on their boards of directors.

September 28, 2018

FRANKFURT—WirtschaftsWoche, Germany’s leading business weekly, has named Thomas Heymann, a partner in Covington’s Frankfurt office, to its list of Top IT Lawyers in Germany. Mr. Heymann is regarded as one of Germany’s leading technology transactions and private equity lawyers, with decades of experience in IT and outsourcing law. He is the past president of the ...

September 28, 2018

FRANKFURT—Covington advised Investcorp Technology Partners on its acquisition of Berlin-based Softgarden, a human resources software provider. Investcorp is a leading global provider and manager of alternative investments and has $22.6 billion in total assets under management, including assets managed by third party managers and assets subject to a ...

September 28, 2018

WASHINGTON—The National Law Journal has named Covington's Michael Nonaka to its inaugural list of "Cryptocurrency, Blockchain, & Fintech Trailblazers." This list profiles 50 lawyers who have "moved the needle" and are making great strides as finance and technology grow more entwined. Mr. Nonaka is co-chair of the firm’s Financial Services Group and advises ...

September 24, 2018, Covington Comment Letter

September 21, 2018, Law360

Donald Murray is quoted in Law360 regarding 13 public offerings expected to raise more than $1.1 billion during the week of September 24. Mr. Murray expects technology and biotechnology companies to do well in the run-up to the midterm elections. He says, “Everyone is out making hay while the sun shines.”

September 19, 2018

JOHANNESBURG — Robert Kayihura has joined Covington as a senior advisor in Johannesburg. Mr. Kayihura has nearly two decades of experience advising clients across the African continent. Drawing on his experience as an entrepreneur and advisor to large, global corporations including Microsoft and Uber, he works closely with corporate decision-makers, federal ...

September 5, 2018, Law360

David Engvall is quoted in Law360 regarding the SEC’s decision to move forward with several measures to simplify disclosure requirements, most of which could create a more issuer-friendly regulatory environment. Mr. Engvall says, “It’s definitely progress and it’s helpful. But it’s not going to really significantly affect any company’s overall disclosure costs.”

Fall 2018, Deal Points

August 29, 2018, Covington Alert

The Securities and Exchange Commission (the Commission) recently adopted amendments to its disclosure rules to eliminate requirements that it deems “redundant, duplicative, overlapping, outdated, or superseded” based, in part, on other Commission rules and generally accepted accounting principles in the United States (U.S. GAAP).

August 28, 2018, South China Morning Post

Timothy Stratford is quoted in the South China Morning Post regarding the United States and European Union’s pressure on China to reform its economy. Mr. Stratford says of the Chinese state-led economic model, “The global trading rules are based on assumptions that market economies are more efficient than state-led economies and that countries benefit from the ...

August 28, 2018, Law360

William Woolston is quoted in Law360 regarding recent IRS guidance on tax deduction for performance-based executive compensation. Mr. Woolston says of grandfathered contracts, “I think it’s fair to wonder just how many companies will be able to take advantage of the grandfather rule. It’s still new guidance and there’s still more to come and more thinking to do ...

August 23, 2018

LONDON—Covington has advised Ziylo on its acquisition by Novo Nordisk with a potential deal value that could exceed $800 million. Ziylo, a University of Bristol spin-out company based at the Unit DX science incubator, is a supramolecular chemistry company that has developed a third 'biomimetic' class of glucose binding molecules. The acquisition gives Novo ...

August 23, 2018, Bloomberg Markets

Timothy Stratford spoke with Bloomberg to discuss the trade tensions between the U.S. and China on “Bloomberg Markets.”

August 21, 2018, South China Morning Post

Timothy Stratford is featured in a South China Morning Post article about his views on U.S.-China trade relations. Mr. Stratford says multinational companies with Chinese or U.S. operations have been caught in crossfire of the trade war between the nations. “What’s happening now is that the current deadlock is causing companies from both countries to rethink ...

August 17, 2018

LONDON—Covington has advised Sensyne Health on medical device regulatory and data protection matters in connection with its £60 million IPO on London’s AIM market. The firm also represented Sensyne Health in negotiating strategic research and data processing agreements with the Chelsea and Westminster Hospital NHS Foundation Trust, the Oxford University ...

August 17, 2018

WASHINGTON— Law360 named Covington lawyers Alexander Berengaut, Michael Nonaka, and Ursula Owczarkowski to its list of “2018 Rising Stars.” This annual recognition honors top attorneys under 40 “whose legal accomplishments transcend their age.” Alex Berengaut represents clients in civil litigation, international arbitrations, and government enforcement ...

August 17, 2018, Bloomberg

David Martin is quoted by Bloomberg regarding the President’s request of the Securities and Exchange Commission to study ending quarterly reporting for U.S. businesses in order to ease regulations and spur growth. Mr. Martin says “You’re probably going to get a debate where you have people saying these reports are unnecessary, and I don’t think that will ...

August 14, 2018, Covington Alert

New restrictions on the deductibility of certain payments will require companies facing government investigations to pay close attention to the tax treatment of any settlement or court judgment, and to address this treatment in their negotiations with regulatory agencies. There is a risk under new tax rules that the amount paid to resolve these disputes may be ...

August 9, 2018

WASHINGTON—Covington advised Emergent BioSolutions in its $270 million acquisition of PaxVax. PaxVax is majority owned by an affiliate of Cerberus Capital Management. Emergent is a global life sciences company focusing on providing specialty products for civilian and military populations that address public health threats. PaxVax is a company focused on ...

August 6, 2018, Agenda

William Woolston and Megan Woodford are quoted in Agenda regarding the Tax Cuts and Jobs Act of 2017’s effect on incentive plans. Mr. Woolston suspects public companies not conducting a shareholder vote on incentive plans is the “ beginning of a trend.” However, he believes that shareholders can still rely on other measures to hold companies accountable for ...

August 3, 2018, The Wall Street Journal

Richard Shea is quoted in The Wall Street Journal regarding AT&T’s miscalculation and overpayment of retirement benefits. Mr. Shea says that some pension experts have concluded that overpayments essentially never harm plan finances because employers must set aside enough money to cover a lifetime of benefits based on what retirees actually receive. He adds, “The ...

August 2018, The Projects and Construction Review

July 22, 2018, Covington White Paper

July 18, 2018, Covington White Paper

July 16, 2018

Michael Francese is quoted in the Agenda regarding compensation guarantees for at-will executives. Francese says that almost all employees are technically employed “at will, in the sense that their employer can terminate their employment at any time for any nondiscriminatory reason.” He adds that the biggest advantage of an employment agreement is the severance ...

July 10, 2018, Covington Alert

For only the third time in the last fifty years, the Supreme Court has ruled on whether a state may compel a remote, out-of-state seller to collect and remit that state’s sales tax on purchases made by in-state customers.

July 9, 2018, Covington Alert

On June 28, 2018, the Securities and Exchange Commission (the “SEC”) issued a final rule amending the definition of “smaller reporting company” (“SRC”) to expand the number of registrants that will qualify for the scaled disclosure requirements applicable to SRCs.

July 6, 2018

FRANKFURT—Covington advised Senvion Group on the global outsourcing of its IT infrastructure, network, and application services. The outsourcing includes the transformation of the global legacy data center environment into a new hybrid cloud environment. Founded in Germany, Senvion is a global manufacturer of onshore and offshore wind turbines and has installed ...

July 3, 2018, Covington Alert

On June 28, 2018, the Governor of California signed the California Consumer Privacy Act of 2018 (“CCPA”). The new law is the most comprehensive data privacy statute in the United States and introduces significant privacy requirements for covered businesses. The CCPA takes effect on January 1, 2020, but based on comments from both the public-interest and business ...

June 28, 2018

NEW YORK—Corporate Board Member has once again named Covington to its list of the top 25 corporate law firms. The “America’s Best Corporate Law Firms” survey asks directors and general counsels at publicly traded companies to identify the firms they would most likely retain for corporate legal matters of national scope. “Covington is proud to be regarded by our ...

June 20, 2018

NEW YORK—Covington advised Boston Children's Hospital in its monetization of a portion of its royalties relating to Vonvendi, a recombinant drug used to treat a common bleeding disorder called von Willebrand disease. The purchaser, Barings Alternative Investments, part of Barings LLC, on behalf of institutional investors, paid $51.5 million. Boston Children’s ...

June 7, 2018, Covington Comment Letter to The Honorable David J. Kautter and The Honorable William M. Paul

June 5, 2018, Bloomberg

Andrew Jack is quoted in a Bloomberg article regarding the push by employees and investors of Google's Alphabet Inc. to tie executive pay to progress on workplace diversity, According to Jack, investors care about environmental, social, and governance (ESG) issues. “Boards and compensation committees would be well advised to review their company’s published ESG ...

June 4, 2018

JOHANNESBURG—Covington has partnered with Power Africa, Kaplan & Stratton, and Fieldstone Africa, with support from the African Legal Support Facility of the African Development Bank, to launch the inaugural Project Finance Master Class that will be held in Nairobi, Kenya from June 4 - 6, 2018. The Master Class is designed to strengthen the environment for ...

June 1, 2018, Silicon Valley Business Journal

Emily Leonard was recognized among Silicon Valley Business Journal's "2018 Women of Influence." In discussing her career at Covington, Leonard says, "I have had the privilege of partnering with a large number of industry clients on challenging transactions that involve innovative technologies—some of which turn out to be life-changing therapies."

June 2018, IAA Newsletter

May 22, 2018

NEW YORK—Amy Wollensack and Sergio Urias have joined Covington in New York as co-chairs of its Private Equity practice.  Ms. Wollensack and Mr. Urias represent private equity sponsors in the acquisition and disposition of portfolio companies and investments across a wide range of industries. Mr. Urias, who practiced in Mexico before practicing in New York, also ...

May 22, 2018, The New York Law Journal

Amy Wollensack and Sergio Urias are quoted by The New York Law Journal in an article regarding their move to Covington where they will serve as co-chairs of the firm's Private Equity practice. “When someone calls you and says, ‘We have an opportunity for you to co-chair a practice group,’ particularly at a firm like Covington, where the practice is stellar,” ...

May 22, 2018, Law360

Scott Smith, Amy Wollensack, and Sergio Urias are quoted in a Law360 article regarding Wollensack and Urias' arrival to Covington, where they will serve as co-chairs of the firm's Private Equity practice. According to Smith, the pair have strong reputations in the private equity community. "They bring the needed leadership for the future growth of our private ...

May 22, 2018, PE Hub

PE Hub highlights the arrival of Amy Wollensack and Sergio Urias to Covington, where they will serve as co-chairs of the firm's Private Equity practice.

May 17, 2018, The Wall Street Journal

Marianna Dyson is quoted by The Wall Street Journal in an article regarding changes in the tax law that reduce limits on deductions for entertainment and meals. Among the uncertainties is whether companies will still be able to claim a 50% deduction for business meals with customers or business associates, or whether those expenses will be considered ...

May 9, 2018

FRANKFURT—Covington advised Adiuva Fund II GmbH & Co. KG, a private equity fund advised by Adiuva Capital GmbH, on the acquisition of nt-trading from private equity investor INVICTO Invest GmbH and various co-investors. Adiuva Capital is a Hamburg-based independent investment firm focused on investing in mid-sized enterprises. nt-trading is headquartered in ...

May 9, 2018

LOS ANGELES—Covington partners Carolyn Kubota, Robyn Polashuk, and Sonya Winner have been named to the Daily Journal’s 2018 “Top 100 Women Lawyers” list, recognizing the “top women lawyers in California.” Based in the firm’s Los Angeles office, Ms. Kubota is a member of the American College of Trial Lawyers and has served as lead counsel on high-profile ...

May 1, 2018

WASHINGTON—Covington advised Elbit Systems Ltd. in its $120 million acquisition of the assets and operations of the privately owned U.S. company, Universal Avionics Systems. Elbit Systems is an international high technology company engaged in a wide range of defense, homeland security, and commercial programs throughout the world. Universal Avionics is a ...

April 30, 2018, Harvard Business Review

Ben Haley is quoted in the Harvard Business Review regarding AB InBev’s analytics program that would integrate data from finance, compliance, HR, and other systems to better identify transactions and third-parties that posed a risk for the company. Mr. Haley, who advised AB InBev on the development of the program, said, “[T]he project was an example of ...

April 27, 2018, Law360

Law360 highlights the arrival of Suzanne Bell to Covington's Technology Transactions practice in a roundup of recent IP hires. According to Bell, "The firm’s collaborative approach will allow me to work hand-in-hand with lawyers across the firm’s various offices and practices."

April 23, 2018, Law360

Suzanne Bell and Tom DeFilipps are quoted in a Law360 article regarding Bell's arrival to Covington's Technology Transactions practice. Bell says she is excited to join Covington and looks forward to helping it build its tech practice and advise clients on incorporating new technologies into their businesses. “The firm’s collaborative approach will allow me to ...

April 20, 2018

LONDON—Covington advised BenevolentAI on an £80 million equity investment by new and existing investors, including Woodford Investment Management, at a pre-money valuation of £1.4 billion. The firm also recently advised BenevolentAI on its acquisition of Proximagen Limited, a Cambridge, UK-based drug discovery and development company, for an undisclosed ...

April 19, 2018, Law360

Kelly Labritz is quoted in a Law360 article regarding potential legal issues brought by alternative fund types. Commenting on the private equity secondaries market, Labritz says that lawyers wishing to be called upon for work on secondaries funds should ensure they are well-versed in both the areas of mergers and acquisitions and private equity fund formation, ...

April 16, 2018

NEW YORK—Covington advised Jefferies LLC as financial advisor to Oclaro, Inc. in its proposed acquisition by Lumentum Holdings Inc. The transaction values Oclaro at approximately $1.8 billion. Oclaro manufactures and sells optical components and modules for the long-haul, metro, and data center markets, providing solutions for optical networks and high-speed ...

April 12, 2018

SILICON VALLEY—Suzanne Bell has joined Covington as a partner in its Technology Transactions practice in the Silicon Valley office. Ms. Bell advises technology companies, as well as companies in traditional industries that are embracing technology, in a range of intellectual property, licensing and contract matters. Her work includes strategic partnering ...

April 12, 2018, The Recorder

The Recorder highlights the arrival of Suzanne Bell to Covington's Technology Transactions practice. Bell says she was attracted to the firm's strong regulatory practice given the increased intersection between the technology sector and government regulations. Bell adds that she is looking forward to using her experience in technology transactions to assist ...

April 3, 2018, Law360

Timothy Hester and Thomas Heymann are quoted in a Law360 article regarding the opening of Covington's new Frankfurt office. According to Hester, “Covington will offer German companies a unique capability to help them navigate through their most complex and consequential business issues in their most important international markets." He adds, “Our new German team ...

March 28, 2018

LONDON—Covington will open an office in Frankfurt, Germany on April 3 led by eight partners. Frankfurt will be the firm’s third European office and will work closely with the firm’s five offices in the United States, its three offices in Asia, and its offices in the Middle East and Africa. “Covington will offer German companies a unique capability to help them ...

March 28, 2018, The Lawyer

Thomas Heymann and Louise Nash are quoted by The Lawyer in an article highlighting the opening of Covington's Frankfurt office. According to Heymann, “We proudly look back on 12 years as an independent German law firm and we thank our clients for the trust they have placed in us and for the many years of great cooperation. We are convinced that adding ...

March 28, 2018, Legal Business

Timothy Hester and Thomas Heymann are quoted in a Legal Business article regarding the opening of Covington's new Frankfurt office. According to Hester, "Our new German team is of outstanding quality and will provide important synergies with the firm, including our London and Brussels offices and will allow us to serve the needs of our clients who have legal ...

March 28, 2018, The National Law Journal

Thomas Heymann and Louise Nash are quoted by The National Law Journal in an article regarding the opening of Covington's new Frankfurt office. “Covington will be a fantastic platform to further develop our technology and transaction practices,” says Heymann. “This will be a great fit.” According to Nash, “There is a strong, untapped opportunity for Covington ...

March 20, 2018, African Law & Business

Graham Vinter is quoted in an African Law & Business article regarding the recent arrival of Robin Mizrahi and Laure Berthelot to Covington. According to Vinter, the pair’s “particular skills and practice focus, combined with our existing capabilities, will allow us to serve clients in energy and infrastructure projects throughout Africa, including ...

March 19, 2018, Covington Comment Letter to The Honorable David Kautter and The Honorable William Paul

March 15, 2018

LONDON—Robin Mizrahi has joined Covington as a partner and Laure Berthelot as special counsel in the firm’s Project Development and Finance practice. Based in London, Mr. Mizrahi and Ms. Berthelot will work closely with the firm’s project finance lawyers in Dubai, Johannesburg, London, New York, Seoul, and Washington. Their arrival follows the firm’s opening in ...

March 15, 2018

WASHINGTON—Covington secured a U.S. Presidential order compelling Broadcom Limited to “immediately and permanently abandon” its proposed hostile takeover of its client Qualcomm, Inc. The order was based on findings by the Committee on Foreign Investment in the United States (CFIUS) that Broadcom's takeover "threatens to impair the national security of the United ...

March 14, 2018, IJGlobal

Graham Vinter is quoted in an IJGlobal article regarding the recent arrival of Robin Mizrahi and Laure Berthelot to Covington. Vinter comments, “Robin and Laure’s particular skills and practice focus – combined with our existing capabilities – will allow us to service clients in energy and infrastructure projects in all over Africa and the Middle East, including ...

March 2, 2018

NEW YORK—Covington advised Mavis Tire Holdings LLC, and its family owners, and other owners, including investment funds managed by ONCAP, in its agreement to merge with Express Oil Change & Tire Engineers, a Golden Gate Capital portfolio company, creating one of the largest independent automotive service platforms in the United States. Mavis Discount Tire, based ...

March 1, 2018, Covington Alert

On February 21, 2018, the U.S. Securities and Exchange Commission (the “Commission”) approved a statement and interpretive guidance that provides the Commission’s views on a public company’s disclosure obligations concerning cybersecurity risks and incidents (the “2018 Commission Guidance”).

February 2018, The Oath

Bruce Wilson is quoted by The Oath in an article regarding Covington's expansion in Dubai. “Covington has been advising clients on litigation, investigations, regulatory policy and transactional matters in the Middle East for over 20 years, but our new team in Dubai gives us the kind of local project capability that clients increasingly demand in the region,” ...

February 27, 2018

WASHINGTON—Covington successfully represented Discovery Communications, Inc. in a U.S. Department of Justice investigation into Discovery’s acquisition of Scripps Networks Interactive. Discovery announced earlier today that the DOJ closed its investigation into the transaction. Discovery announced in July 2017 that it had reached a definitive agreement to ...

February 23, 2018, Reuters

Michael Reed is quoted in a Reuters article regarding the easing of financial rules that are expected to unleash pent-up mergers and acquisitions among mid-sized U.S. banks. According to Reed, “If there is relief on one or both of the Bank Secrecy Act/anti-money laundering or the Community Reinvestment Act ... that would be helpful for M&A by easing the ...

February 22, 2018

NEW YORK—Latinvex has named Covington partners Nicole Duclos and Gabriel Mesa among “Latin America’s Top 100 Lawyers” in 2018. Ms. Duclos represents clients in international commercial and investment arbitration, as well as transnational litigation. Clients interviewed by Latinvex praised Ms. Duclos’ extensive arbitration experience, noting that she is “ready to ...

February 14, 2018, Covington Alert

The Tax Cuts and Jobs Act of 2017 (the “Act”) became Pub. Law 115-97 on December 22, 2017. Many of its more startling provisions have become well known since then. Of less dramatic impact are several provisions affecting qualified employer plans, fringe benefits, and certain kinds of compensation. These provisions are described in this client alert. This client ...

February 5, 2018, Tax Notes

Michael Caballero spoke at a District of Columbia Bar Taxation Community event and is quoted in a Tax Notes article examining why taxpayers should evaluate their current structures to minimize their potential tax burdens from global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII). According to Caballero, an issue affecting ...

February 5, 2018, Law360

Covington was named a 2017 Sports Practice Group of the Year by Law360. According to Ben Block, one of the most rewarding aspects of the sports group is the opportunity to work with repeat clients. "But," he adds, "every year and every day is a new, different, and exciting challenge." Commenting on the Tax Court victory on behalf of the Boston Bruins in a ...

February 2, 2018, El Financiero

Robert Culbertson is quoted in an El Financiero article regarding the possible review of Mexico's tax regime. Culbertson, who spoke at a conference discussing the impact of tax reform in the U.S., said that given the fiscal environment in the U.S., it might be advisable for Mexico to revise its tax system.

February 2, 2018, Law360

January 31, 2018, S&P Global

Michael Reed spoke at the Bank Director's annual Acquire or Be Acquired conference and is quoted in an S&P Global article providing insight on what bank sellers should focus on during stock deals. According to Reed, it is vital for sellers to learn as much as they can about a buyer's M&A history and its relationships with regulators. A seller wants to see that ...

January/February 2018, The Corporate Governance Advisor

January/February 2018, The Corporate Governance Advisor

January 29, 2018

LOS ANGELES—Multichannel News has named Covington partner Robyn Polashuk to its 2018 class of “Women to Watch.” Ms. Polashuk is the only outside counsel named to the list.  “This year’s group of Women to Watch is pushing the boundaries in both personal and professional achievements,” said Mark Robichaux, Editorial Director of Multichannel News. The award ...

January 29, 2018, Multichannel News

Robyn Polashuk was named to Multichannel News' 2018 class of “Women to Watch.” Commenting on what she likes most about her job, Polashuk says, "I love the diversity of the clients and projects, and the interesting new issues I am asked to address nearly every day in our evolving industry." In her profile, Polashuk also stresses the importance of growing ...

January 25, 2018, Law360

Michael Caballero spoke at a tax conference in Washington and is quoted in a Law360 article regarding the recently enacted U.S. tax legislation. According to Caballero, the tax law’s creation of reasonably low-tax foreign income that’s now returned means that “we’ve got partially exempt and partially taxed income that we now have to take and push through the ...

January 24, 2018, Covington Alert

Digital advertising typically involves a vast network of publishers, advertisers and their agencies, advertising exchanges and networks, technology platforms, and measurement and data analytics providers. To help streamline the commercial dealings of all of these parties in this complex ecosystem, advertising industry self-regulatory groups have developed ...

January 22, 2018

WASHINGTON—Covington advised Bacardi Limited in its definitive agreement to acquire Patrón Spirits International AG and its PATRÓN® brand, the world’s top-selling ultra-premium tequila, from John Paul DeJoria, a founder of Patrón. The transaction reflects an enterprise value for Patrón of $5.1 billion. The transaction follows the successful relationship the ...

January 11, 2018, Covington Alert

The U.S. Department of Labor recently announced that it will apply a new, more flexible test for determining whether interns working for “for-profit” companies are entitled to minimum wage and overtime protection under the federal Fair Labor Standards Act. In this client alert, we discuss the new test and identify some important points for employers to consider ...

January 4, 2018, The Economist

David Miles is quoted by The Economist in an article regarding what the latest developments in the Dana Gas case mean for Islamic finance. Miles welcomes provisions that waive borrowers’ rights to challenge an arrangement’s sharia compliance but says they do not solve the enforcement problem.

January 1, 2018, Law360

Donald Murray is quoted in a Law360 article regarding SEC Chairman Jay Clayton's efforts to make U.S. public markets more attractive. "It's no secret that he has capital formation, especially for smaller companies, in the middle of his gun sight," says Murray. "I think that we will see a thoughtful, continuous series of steps in toward lessening the burden, ...

December 28, 2017, Covington Alert

On December 22, 2017, the President signed the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). On the same day, the staff of the SEC’s Office of the Chief Accountant and Division of Corporation Finance (the “Staff”) issued guidance regarding the 2017 Tax Act in Staff Accounting Bulletin No. 118 (“SAB 118”),1 which addresses certain financial statement ...

December 26, 2017

SILICON VALLEY—The Financial Times has recognized Covington among the most innovative firms in 2017 in the category of "Enabling Business Growth," for advising "Tencent in its acquisition of a $8.6bn majority stake in Supercell, the Finnish gaming company, while maintaining Supercell’s creative culture and retaining its employees by introducing incentive ...

December 21, 2017

LONDON—Covington represented Autifony Therapeutics Limited in connection with an option and asset purchase agreement with Boehringer Ingelheim (BI), with respect to Autifony's Kv3.1/3.2 positive modulator platform. This agreement provides BI with an exclusive option to acquire Autifony’s Kv3.1/3.2 positive modulator platform, including Autifony's lead compound ...

December 20, 2017

WASHINGTON—Law360 has named four Covington partners as MVPs in their respective practice areas. The awards single out lawyers from across numerous practice areas based on their success in high-stakes litigation, complex global matters, and record-breaking deals. The Covington lawyers recognized as Law360 MVPs are: Ray Biagini, Government Contracts. Mr. ...

December 15, 2017, Law360

Jeremy Spector was named a 2017 Tax MVP by Law360. The publication emphasizes his unique practice which focuses on representing the sports industry, and highlights his "precedent-setting" victory on behalf of the Boston Bruins at the U.S. Tax Court.

December 8, 2017, Covington Alert

On December 5, the European Union announced a “blacklist” of 17 countries it considers to be non-cooperative tax jurisdictions, with a further 47 countries at risk of being added to the list if they fail to meet EU criteria. The countries on the “blacklist” face possible economic sanctions and restrictions which businesses should be considering. The list is part ...

December 1, 2017, Law360

Samuel Maruca participated in a panel at the annual Institute on Current Issues in International Taxation event, and is quoted in a Law360 article regarding the current state of transfer pricing rules. According to Maruca, specific rules have a place, but it’s important to remember that “there obviously are principles underlying these rules.” Courts, he said, ...

December 1, 2017, Covington Alert

December 1, 2017, Covington Alert

November 30, 2017

WASHINGTON—Covington represented Aristocrat Leisure Limited in its $990 million acquisition of Big Fish Games, Inc. This acquisition expands Aristocrat’s Social Gaming business into new game genres. Aristocrat is a global provider of gaming solutions. It offers a diverse range of products and services including electronic gaming machines and casino management ...

November 28, 2017, African Law & Business

Ursula Owczarkowski participated in a panel at the African Law & Business Summit and is quoted in an article providing a highlights from the event. Drawing on her 12 years of experience in the energy and gas sectors in sub-Saharan Africa, Owczarkowski noted that there was “huge scope for development," and huge demand for power – but the pace of change was slow, ...

November 24, 2017, BBC

Timothy Hester appeared on BBC's "Africa Business Report" to discuss the firm's increased focus on Africa with the opening of its Johannesburg office. "We've been focused on Africa for a number of years, and we've been helping clients navigate complex problems in Africa," says Hester. "More recently we had a tremendous opportunity to build a project finance and ...

November 24, 2017, Covington Alert

Earlier this month, China’s National Development and Reform Commission (“NDRC”) released the draft Administrative Measures for Enterprise Outbound Investment (“Draft ODI Rules”) for public comment. Comments are due on December 3, 2017.  

November 14, 2017

WASHINGTON—Covington advised the underwriters in the $100 million initial public offering of Merchants Bancorp. Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana. Merchants currently operates multiple lines of business with a focus on Federal Housing Administration multi-family housing and healthcare facility financing and ...

November 13, 2017, Tax Analysts

Michael Caballero is quoted in a Tax Analysts article regarding how the tax reform bill further complicates the foreign tax credit (FTC). The current FTC rules are "insanely complex," says Caballero. "The one thing that's not in this bill, at least on the international side, is an ounce of simplification."

November 10, 2017

BRUSSELS—Politico has named Covington partner Miranda Cole to its “2017 Women Who Shape Brussels” list, a group of “20 powerhouses driving debates and influencing policy in 2017.” In its profile of Ms. Cole, the publication highlights her defense of leading technology clients, including Microsoft, Facebook, and Verizon, before the European Commission. Politico ...

November 7, 2017, Covington Alert

On November 1, 2017, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) published Staff Legal Bulletin No. 14I (“SLB 14I”), which includes important new guidance regarding the Staff’s administration of the SEC’s shareholder proposal rule.

November 3, 2017

NEW YORK—Covington represented Jefferies LLC as exclusive financial advisor to Advanced Accelerator Applications S.A. (AAAP) in its $3.9 billion all cash sale to Novartis AG. Based in Saint-Genis-Pouilly, France, AAAP is a radiopharmaceutical company developing, producing, and commercializing molecular nuclear medicine theragnostics. AAA’s theragnostic platform ...

November 3, 2017, Law360

Eric Blanchard is quoted in a Law360 article regarding a pair of bills passed by the House of Representatives aimed at making initial public offerings and private offerings easier. Commenting on the Encouraging Public Offerings Act, Blanchard says, while not a "game changer," the bill is helpful. "I am sure people will take advantage of it if it is passed, and ...

November 2, 2017, Bloomberg

Michael Francese is quoted in a Bloomberg article regarding a new rule under the Republican tax plan that would eliminate write-offs for performance-linked pay. According to Francese, it’ll apply to new amounts earned and deferred after 2017, while existing balances will be subject to the new rule by 2026. Many companies will likely start phasing out their plans ...

November 2, 2017, Covington Alert

On October 23, 2017, the Securities and Exchange Commission (the “SEC”) issued an order granting approval of a proposal by the Public Company Accounting Oversight Board (the “PCAOB”) to adopt Auditing Standard (“AS”) 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion, and related amendments to other ...

October 27, 2017

NEW YORK—Covington represented SK Holdings Co., Ltd. in its acquisition of a significant minority interest in Eureka Midstream Holdings, LLC, a midstream energy company that owns and operates approximately 340 miles of gas gathering pipelines in Ohio and West Virginia. The transaction closed in early October 2017. SK Group is a top three conglomerate in South ...

October 9, 2017

NEW YORK—Covington advised the underwriters in a registered public offering by The Clorox Company in an aggregate principal amount of $400 million. Clorox is a leading multinational manufacturer and marketer of consumer and professional products based in Oakland, California. Clorox markets some of the most recognized consumer brand names, including its namesake ...

October 6, 2017

NEW YORK, October 5, 2017—Covington advised Zoetis Inc. in an underwritten public offering of its investment grade notes in an aggregate principal amount of $1.25 billion. Zoetis is a global leader in the discovery, development, manufacture, and commercialization of animal health medicines and vaccines, with a focus on both livestock and companion animals. This ...

October 4, 2017

SAN FRANCISCO—The Recorder has named Covington partner Ingrid Rechtin to its list of “2017 Women Leaders in Tech Law.” This annual recognition commemorates “recent outstanding work by California-based lawyers whose practices focus on technology companies and issues.” In its profile of Ms. Rechtin, the publication highlights her representation of Sanofi in ...

October 3, 2017

BEIJING—China Law & Practice has named Covington as the international winner for “Trade Firm of the Year” at its annual awards ceremony in Beijing. The leading Chinese legal publication also recognized the firm for its role in the Technology, Media, and Telecom “Deal of the Year,” Tencent’s $8.6 billion acquisition of Supercell. The awards focus on “innovation ...

October 2, 2017, The Recorder

The Recorder named Ingrid Rechtin one of its "2017 Women Leaders in Tech Law." In her profile, Ms. Rechtin provides advice to young lawyers in tech. She says, "Be flexible and open to new opportunities. The tech space evolves quickly and as a lawyer you can provide more value to your clients if you have a broader view—across industries, companies of all sizes, ...

September 26, 2017, Covington Alert

On September 21, 2017, the Securities and Exchange Commission (the “SEC”), as well as the SEC’s Division of Corporation Finance (the “Staff”), published new interpretive guidance to assist public companies in complying with the SEC’s pay ratio disclosure rule. The new guidance addresses many questions that have been raised regarding the rule, including how a ...

September 22, 2017, Law360

Donald Murray is quoted in a Law360 article regarding the upcoming slate of six initial public offerings that could raise $1.25 billion. “I think there is some good runway over the next few months to get deals done," says Murray. 

September 21, 2017, Covington Alert

Perhaps no industry faces more scrutiny and regulation of its political activities than the financial industry. Even though these rules are often not intuitive, failure to comply with them can result in big penalties, loss of business, and debilitating reputational consequences. This primer describes three sometimes overlooked risk areas for investment firms: ...

September 18, 2017, Agenda

Keir Gumbs and David Martin are quoted in an Agenda article regarding the “Boardroom Accountability Project 2.0.” According to Gumbs, the companies that received the letter from the New York City Pension Funds as well as those that didn’t should understand that the issues outlined by NYC comptroller Scott Stringer reflect the current level of shareholder ...

September 8, 2017, Covington Alert

On August 18, 2017, the General Office of China’s State Council released to the public new guidance regarding the regulation of outbound investment. The guidance is set forth in a notice, dated August 4, 2017, forwarding “guiding opinions” (the “Opinions”) from the National Development and Reform Commission (“NDRC”), Ministry of Commerce (“MOFCOM”), People's ...

August 30, 2017

NEW YORK—Covington advised Howard Bancorp, Inc., the bank holding company for Howard Bank, in its acquisition of First Mariner Bank, a community bank headquartered in Baltimore, Maryland. The transaction value is approximately $163.4 million. The Covington team consisted of Michael Reed, Rusty Conner, Chris DeCresce, Matt Wood, and Nora ...

August 25, 2017

NEW YORK—Covington has again been selected by Latinvex as a “Top International Law Firm” doing work in Latin America. In addition to this honor, Latinvex has recognized Covington as a leading firm in the FCPA & Fraud, International Arbitration, and Corporate/M&A subcategories. Covington’s Latin America practice draws on a dedicated team of lawyers and advisors ...

Third Quarter 2017, Corporate Board Member

Andrew Jack is quoted in a Corporate Board Member article regarding the pressures facing boards to increase companies' sustainability efforts. "The direction of global capitalism is still toward reducing the carbon intensity of the energy infrastructure and continuing to invest in technology that drives greater efficiency," Jack says. "Capital tries to get the ...

August 16, 2017

WASHINGTON—Covington is advising Mexichem, S.A.B. de C.V. on its $1.895 billion acquisition of an 80 percent stake in Netafim, Ltd., the world’s largest irrigation company, from private equity and buyout firm Permira, Kibbutz Magal and Kibbutz Hatzerim. Kibbutz Hatzerim will retain a 20 percent stake. Covington has also been assisting with the related ...

August 16, 2017, Law360

August 15, 2017

WASHINGTON—Covington, together with Israeli-based law firm Allens and Herzog Fox & Neeman, is representing Aristocrat Leisure Limited, a leading provider of gaming solutions, in its acquisition of Plarium Global Limited and the related acquisition financing.  Aristocrat will make an upfront cash payment of $500 million plus earn-out payments based on Plarium’s ...

August 11, 2017

WASHINGTON—The American Lawyer honored Covington with two Global Legal Awards, recognizing the firm’s success in “navigating complex international legal issues.” The firm was recognized for “Global M&A Deal of the Year: Japan” and “Global Dispute of the Year: Investigations (Asia).” Covington advised Tencent Holdings Limited, a leading provider of internet ...

August 10, 2017

NEW YORK—Covington is representing IFM Therapeutics in its sale to Bristol Myers Squibb for $300 million in cash and the right to receive contingent payments upon achievement of specified milestones that could total in excess of $1 billion for each of its two oncology programs. Prior to closing, IFM will spin off its inflammation program to a newly-formed ...

August 10, 2017

NEW YORK—Covington advised the underwriters in a $138 million follow-on public offering of common stock by Repligen Corporation. Covington previously represented the underwriters in Repligen's $115 million convertible note offering in May 2016. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands, cell culture growth factors, and ...

July 31, 2017, The Law Society Gazette

Graham Vinter was interviewed by The Law Society Gazette about his move to Covington and the importance of respect for the rule of law. Vinter, who serves as chair of a new independent body that aims to promote the rule of law across the international business community, says, "As multinational companies develop their supply chains and markets both at home and ...

July 31, 2017, ThomsonReuters Webinar

Participated in a webinar titled “Cyber Insurance for Corporations: Why Your Clients Need It, What to Look For, and How to Evaluate It.” The presentation focused on cyber insurance, the changing insurance markets offering this emerging coverage and the insurance coverage considerations that policyholders must be aware of when considering the purchase of cyber ...

July 27, 2017

NEW YORK—Covington advised The Walter and Eliza Hall Institute of Medical Research (WEHI), Australia's oldest medical research institute, in its landmark monetization of a portion of its royalties relating to the cancer drug Venetoclax. The purchaser, a wholly owned subsidiary of Canada Pension Plan Investment Board, paid US$250 million upfront, and agreed to ...

July 12, 2017

LONDON—Covington is advising Central European Media Enterprises Ltd. (CME) on the sale of its broadcast operations in Croatia and Slovenia to Slovenia Broadband S.à r.l for approximately $262.2 million. The transaction is expected to close by the end of 2017.  CME is a NASDAQ-listed media and entertainment company operating leading businesses in six Central and ...

July 6, 2017, Law360

Jack Bodner is quoted in a Law360 article regarding the U.S. mergers and acquisitions market. “We've seen and I think we'll continue to see good M&A activity in the nonmegadeal and middle market tier. We've seen less and I think we'll continue to see less activity than the most robust years in the megadeal area, but overall it's been a busy year for M&A in ...

July 5, 2017

WASHINGTON—The U.S. Tax Court ruled in favor of Covington’s client the Boston Bruins in a dispute with the IRS over away-game meal costs. The IRS had argued that the Bruins were entitled to deduct only 50 percent of the costs of meals that the club served to its players and other employees during road trips. The Tax Court declined to accept this view and ...

July 5, 2017, Covington Alert

On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission (the “Division”) announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies (“EGCs”) under the Jumpstart Our ...

June 29, 2017, Covington Alert

In a case that could have wide-ranging effect across the sports industry and potentially beyond, the U.S. Tax Court ruled on June 26, 2017, that the Boston Bruins were allowed to deduct 100 percent of the costs of meals that they served to their players and other employees at hotels while traveling for road games. The IRS had argued that only 50 percent of those ...

June 21, 2017, Financial Times

Graham Vinter is quoted in a Financial Times article regarding the importance of defending the rule of law to businesses around the world. “The main onus on establishing respect for the rule of law, or establishing the rule of law in a country, is with the politicians,” says Vinter. “It’s too difficult to expect business to bring about change in a particular ...

June 16, 2017

LONDON—Euromoney Legal Media Group has selected three Covington lawyers for its annual “Europe Women in Business Law Awards.” The awards honor women in the legal sector across Europe. The Covington lawyers recognized are: Louise Nash, Best in Mergers & Acquisitions. Ms. Nash focuses on M&A and other transactional matters for clients in the consumer brands, ...

June 15, 2017, Law360

Kelly Labritz and William Sturman are quoted in a Law360 article regarding the private equity secondaries market. According to Labritz, working on secondaries transactions involves a combination of skills from multiple different practice types. In order to properly advise PE clients looking to do secondaries deals, you should be well-versed in the areas of ...

June 14, 2017, Webinar

June 12, 2017

LOS ANGELES—Covington partners Robyn Polashuk, Clara Shin, and Sonya Winner have been named to the Daily Journal’s 2017 “Top 100 Women Lawyers” list, which recognizes the leading women lawyers in California who “try complex commercial disputes and put together industry-transforming deals.” Managing partner of the firm’s Los Angeles office, Ms. Polashuk focuses ...

May 24, 2017

NEW YORK—Corporate Board Member magazine has once again named Covington to its list of the top 25 corporate law firms. The “America’s Best Corporate Law Firms” survey asks directors and general counsels at publicly traded companies to identify the firms they would most likely retain for corporate legal matters of national scope. “Covington is proud that we are ...

May 23, 2017, Webinar

May 19, 2017

NEW YORK—Covington advised Perella Weinberg Partners as financial advisor to Kate Spade & Company in connection with its sale to Coach, Inc. for approximately $2.4 billion. Kate Spade & Company is a fashion company that designs and markets a range of women's and men's apparel, accessories, and fragrance products under the Kate Spade New York and Jack Spade ...

May 7, 2017, Africa Capital Digest

Graham Vinter is quoted in an Africa Capital Digest article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Johannesburg and Dubai. “The team’s reputation in project finance is absolutely first class, and we are delighted with their decision to join the firm,” says Vintner. “Not ...

May 4, 2017, African Law & Business

Timothy Hester and Graham Vinter are quoted in an African Law & Business article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Johannesburg and Dubai. According to Hester, the additions are “a natural progression of our strategy to build a leading projects practice.” He adds ...

May 4, 2017, The Recorder

Catharina Min and Tom DeFilipps are quoted by The Recorder in an article regarding Min's arrival to the firm's M&A practice. Min, who predominantly represents technology industry clients, notes that her interest in Covington was largely due to the firm's regulatory expertise. "They're just at the forefront of so many cutting-edge issues," says Min. "Most of ...

May 4, 2017, Law360

Catharina Min and Tom DeFilipps are quoted in a Law360 article regarding Min's arrival to Covington's Mergers and Acquisitions practice.  According to DeFilipps, who has worked with Min in the past, “Her ability to advise companies navigating an ever-changing technology landscape will enhance the firm’s corporate practice as we continue to build our ...

May 3, 2017

SILICON VALLEY—Catharina Min has joined Covington as a partner in its Corporate practice in Silicon Valley. Recently named among the “Top 50 Multicultural Leaders in Technology” by the National Diversity Council, Ms. Min handles a range of transactions for U.S. and international technology companies, including M&A, private financings, joint ventures, strategic ...

May 2, 2017, Covington Alert

On April 19, 2017, the House Financial Services Committee (the “Committee”) released a new “discussion draft” of the Financial CHOICE Act (“CHOICE Act 2.0”), its comprehensive regulatory reform bill aimed at revising or repealing many features of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Committee released the first ...

May 1, 2017, BankBeat

Randy Benjenk is quoted in BankBeat regarding the Office of the Comptroller of the Currency’s decision to develop a limited purpose national banking charter for fintech. Commenting on the development of guidelines, Mr. Benjenk says, “the initiative began as a non-partisan issue, but it is turning more partisan as more details are put on the table, with different ...

April 27, 2017

LONDON—Covington significantly expanded its Project Development and Finance practice with the addition of Ben Donovan, Agnieszka Klich, Richard Keenan, and David Miles, and the firm’s Middle East regional capabilities in corporate and dispute resolution matters with the addition of Jack Greenwald. With these additions, the firm also opened offices in Dubai and ...

April 27, 2017, The American Lawyer

Timothy Hester is quoted in an American Lawyer article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Dubai and Johannesburg. According to Hester, the firm’s Chadbourne recruits in Dubai and Johannesburg will create a bridge between Covington’s outposts in Africa, Asia, Europe ...

April 27, 2017, IJ Global

Graham Vinter is quoted in an IJ Global article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Dubai and Johannesburg. According to Vinter, “We already have strong ties in the Middle East and North Africa region and want to be at the table when countries in that region launch ...

April 27, 2017, The Lawyer

Timothy Hester and Graham Vinter are quoted by The Lawyer in an article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Dubai and Johannesburg. According to Hester, “We have been looking to build our project finance team for a long time." He adds, "This group became available to ...

April 27, 2017, Legal Week

Timothy Hester is quoted in a Legal Week article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Dubai and Johannesburg. According to Hester, “We have been focused on building our project finance capabilities for many years, and these opportunities fit very well with that ...

April 27, 2017, Covington Alert

On April 26, 2017, U.S. Treasury Secretary Steven Mnuchin and National Economic Council Director Gary Cohn introduced the Trump Administration’s tax reform proposal (the “Trump Proposal”) in a briefing. The proposal appears to borrow heavily from the tax reform plan put out by Mr. Trump during his presidential campaign with the significant exception that this ...

April 26, 2017

LOS ANGELES—The Los Angeles Business Journal has named Covington partner Robyn Polashuk one of the “Most Influential Women Lawyers” in Los Angeles.  The Los Angeles Business Journal recognized Ms. Polashuk’s “unique practice that lies at the intersection of traditional and digital media.” The profile highlighted Ms. Polashuk’s representation of entertainment ...

April 17, 2017, Covington Alert

On April 7, 2017, the SEC’s Division of Corporation Finance (the “Division”) issued a statement indicating that it will not recommend enforcement action to the SEC if companies subject to the SEC’s conflict minerals reporting rule only file disclosure under the provisions of paragraphs (a) and (b) of Item 1.01 of Form SD, and not under paragraph (c) of Item ...

April 14, 2017, Harvard Law School Entertainment Symposium

April 14, 2017, Harvard Law School Entertainment Symposium

April 14, 2017, 6th Annual NYU Sports Law Colloquium

April 13, 2017, Law360

Thomas Repke is quoted in a Law360 article regarding his arrival to the firm’s Mergers and Acquisitions practice. “This is an opportunity to share best practices, put the best teams together, which the firm is really conducive to,” Repke says. “Providing excellence in client service and that’s really the goal. Having been in-house for the past seven years, ...

April 12, 2017, Covington Alert

On April 11, 2017, the Cyberspace Administration of China (“CAC”) released a draft of the Measures on Security Assessment of Cross-border Data Transfer of Personal Information and Important Data (“the Draft Measures”) for public comment (official Chinese version available here; Covington’s translation of the Draft Measures is appended at the end of this alert).

April 11, 2017, Covington Alert

The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to its rules and forms that will require companies filing registration statements and reports subject to the exhibit requirements of Item 601 of Regulation S-K to include an active hyperlink to each exhibit listed in the exhibit index, whether or not the exhibit is incorporated by ...

April 4, 2017

WASHINGTON—Thomas Repke, who has extensive M&A private practice and in-house experience, has joined Covington as a partner in its Mergers and Acquisitions practice in Washington. Most recently, Mr. Repke served as lead counsel for Tyco on all M&A, divestiture, joint venture, and investment transactions across all business units. While at Tyco, he helped ...

March 29, 2017, Covington Alert

A number of new pieces of legislation have recently come into force or are due to come into force shortly which impose certain reporting obligations on both companies and limited liability partnerships in the UK.

March 28, 2017, Covington Alert

On March 16, 2017, following a lengthy legislative process, the European Parliament approved a final regulation implementing a new due diligence and reporting regime for “conflict minerals” (i.e., tin, tantalum and tungsten, their ores, and gold) imported in the EU. The regulation will enter into force 20 days after formal approval by the Council of Ministers ...

March 17, 2017

LONDON—Covington advised AstraZeneca on its strategic collaboration with Circassia Pharmaceuticals plc, a respiratory biopharmaceutical company, for the development and commercialisation of Tudorza and Duaklir* in the U.S.  Tudorza and Duaklir are inhaled respiratory medicines for the treatment of chronic obstructive pulmonary disease (COPD). Tudorza was ...

March 1, 2017, Law360

February 28, 2017

NEW YORK—Tom Kuhn has joined Covington’s Mergers and Acquisitions practice, and will focus on media and technology transactions. He will be based in the firm’s New York office. Mr. Kuhn is a seasoned M&A deal maker, with experience both as a lawyer and as a banker. He also advises on corporate governance matters and provides strategic counseling. He has ...

February 27, 2017

NEW YORK—Latinvex has named Covington partners Gabriel Mesa and Nicole Duclos among “Latin America’s Top 100 Lawyers” in 2017. Mr. Mesa counsels corporations in joint ventures and private mergers and acquisitions in Latin America and other emerging markets, as well as in the United States. A client described Mr. Mesa as "an excellent lawyer,” noting that his ...

February 24, 2017, Law360

Donald Murray is quoted in a Law360 article regarding SNAP Inc.’s expected $3 billion initial public offering. According to Murray, “There are so many unusual aspects to this offering that it’s going to be hard to draw any conclusions from it.” Commenting on the effect of the deal on future IPO candidates, Murray says, “I think it’s far more important not to ...

February 24, 2017, Covington Alert

With the Republican Party now in control of the White House and both houses of Congress, and with both President Trump and GOP Congressional leadership having publicly committed to enacting comprehensive tax reform, we believe that passage of a tax reform bill is likely to occur later this year or next year. This timing creates an urgent need for clients to ...

February 14, 2017, Harvard Law School Forum on Corporate Governance and Financial Regulation

February 13, 2017, Builders Online

February 10, 2017, Law360

Law360 selected Covington’s Life Sciences practice as a “Practice Group of the Year,” highlighting the firm’s involvement in billion-dollar transactions, success in contentious litigation, and regulatory advice on cutting-edge technology. According to Michael Labson, “What we offer and bring to complicated, complex issues is a mixture of deep subject-matter ...

February 6, 2017, Covington Alert

The new Trump Administration has generated significant uncertainty about the applicability of a number of tax regulations finalized in the waning days of the Obama Administration. On the day of President Trump’s inauguration, Reince Priebus, the Chief of Staff of the White House issued a memorandum to all the heads of executive agencies to pause certain of their ...

February 3, 2017, Global Investigations Review

Ian Hargreaves and David Lorello are quoted in a Global Investigations Review article regarding Hargreaves’ recent arrival to Covington. According to Hargreaves, the firm’s “pre-eminence in dispute resolution, and its immense strength and global recognition as a market-leader in white-collar crime matters and investigations” fueled his decision. Lorello says, ...

February 1, 2017, Covington Alert

The Delaware Court of Chancery earlier this week ruled that the protection of the business judgment rule afforded to directors involved in a change of control transaction that is approved by a majority of fully informed, disinterested stockholders—as reinforced by the Delaware Supreme Court in 2015 in Corwin v. KKR Financial Holdings LLC (discussed in our prior ...

January 31, 2017

LONDON—Ian Hargreaves has joined Covington as a partner in the firm’s European Dispute Resolution practice resident in London. Mr. Hargreaves’ arrival follows that of litigation partners Craig Pollack, Greg Lascelles, Elaine Whiteford, and Louise Freeman over the past six months. Mr. Hargreaves advises on major European white collar and related civil and ...

January 31, 2017, Law360

Law360 featured Ed McClellan’s addition to Covington’s Public Policy and Government Affairs practice in a round-up of notable tax attorney moves in January. According to McClellan, there is tremendous private sector interest in GOP plans to cut corporate tax rates, provide a 100 percent exemption for foreign earnings, allow full expensing of capital investments ...

January 30, 2017

WASHINGTON—Covington represented India-based Piramal Enterprises and its wholly owned Critical Care subsidiary in the UK in its agreement to acquire a portfolio of intrathecal spasticity and pain management drugs from Mallinckrodt LLC.  The purchase price was $171 million, plus an earn-out of up to an additional $32 million. This is the third acquisition that ...

January 18, 2017, The Law Society Gazette

Graham Vinter is quoted by The Law Society Gazette in an article regarding the new initiative of the Bingham Centre for the Rule of Law, which he will chair. According to Vinter, “As multinational companies develop their supply chains and markets both at home and around the world, they are encountering a complex set of legal risks including contractual ...

January 6, 2017, Law360

Eric Blanchard is quoted in a Law360 article providing a roundup of top-of-mind questions at this year’s JPMorgan health care conference. According to Blanchard, “I think the real question is: Are people going to buy this year?” He adds, “Is there going to be investor demand?”  Commenting on mergers and acquisitions, Blanchard says, “By and large, if there is a ...

January 5, 2017, Law360

Timothy Hester and Ed McClellan are quoted in a Law360 article regarding McClellan’s recent arrival to the firm’s Tax and Public Policy and Government Affairs practices. According to Hester, “Given the inevitability of new tax legislation that will have significant effects across the economy, Ed is a highly valuable resource in an area of great importance for ...

January 4, 2017

WASHINGTON—Ed McClellan has joined Covington as a partner in its Tax and Public Policy and Government Affairs practices resident in Washington.  Mr. McClellan served as Tax Counsel for the U.S. Senate Finance Committee and as a senior policy and technical advisor to two chairmen of the Committee, Senator Chuck Grassley and the late Senator Bill Roth. Mr. ...

January 4, 2017, Covington Alert

One piece of the ongoing debate over the Securities and Exchange Commission’s use of Administrative Law Judges to adjudicate enforcement actions may be heading to the U.S. Supreme Court. On December 27, 2016, in Bandimere v. SEC, the U.S. Court of Appeals for the Tenth Circuit invalidated SEC sanctions against an individual on the ground that the ALJ who ...

January 2, 2017, Law360

Leonard Chazen is quoted in a Law360 article regarding trends that will shape shareholder activism in 2017. According to Chazen, “[If] you have an activist campaign that is really financial engineering without a persuasive critique of the company’s business plan, I think it is hard for an activist to win.”

December 22, 2016, Law360

Donald Murray is quoted in a Law360 article providing an overview of trends that shaped the IPO landscape in 2016. Commenting on health care deal flow and the effect of financial struggles in the specialty pharma area, Murray says, “That had at least a psychological, depressing effect on investors’ appetite during the course of the year.”

December 21, 2016

NEW YORK—Covington was honored at the Americas M&A Atlas Awards ceremony held in New York on December 6. The firm was recognized for Cross Border Deal of the Year in connection with its representation of Grupo P.I. Mabe S.A., a Mexican manufacturer of disposable hygienic products, in its sale to Ontex, Ltd., a publicly traded international producer of personal ...

December 21, 2016

SHANGHAI—China Business Law Journal has named Covington partner Weishi Li to its “A-List” of the top 100 private practice lawyers in China. Ms. Li is one of two life sciences lawyers recognized by the magazine. China Business Law Journal’s inaugural A-list is based on interviews of in-house counsel in China and around the world, as well as partners at Chinese ...

December 19, 2016, Law360

December 14, 2016, Covington Alert

Those who track investment policy issues will have noticed an important theme emerging in recent years of Western economies evaluating their foreign investment regimes, in particular in light of the outflow from China into technology, infrastructure and natural resource assets. The UK is now considering, and is expected to adopt, a new foreign investment regime ...

December 6, 2016, Covington Alert

In late October, the U.S. Securities and Exchange Commission (SEC) proposed long-awaited changes to the proxy rules that would require parties in a contested election of directors to distribute universal proxy cards, i.e., a proxy card that includes director candidates nominated by a company’s management as well as those nominated by a shareholder. Under current ...

December 5, 2016

WASHINGTON—SportsBusiness Journal has named Doug Gibson and Gregg Levy to its list of the “50 Most Influential People in Sports Business.” Mr. Gibson and Mr. Levy are two of only four lawyers in private practice on the list, which also includes league commissioners and team owners, broadcast industry and sponsor company CEOs, and other high-profile executives in ...

December 1, 2016, Covington Alert

The Securities and Exchange Commission (the “SEC”) recently adopted rules to update and enhance registration exemptions for intrastate and regional securities offerings. The final rules amend Rule 147, a safe harbor for exempt intrastate offerings under the Securities Act of 1933 (the “Securities Act”). In addition, the final rules establish a new offering ...

November 23, 2016

NEW YORK—Covington is advising Cantor Fitzgerald as financial advisor to Signal Genetics in connection with Signal’s merger transaction with miRagen Therapeutics. Signal is a commercial stage, molecular diagnostic company that provides innovative diagnostic services that help physicians make better-informed decisions concerning the care of cancer patients. ...

November 23, 2016

NEW YORK—Covington is advising Jefferies as financial advisor to CNL Lifestyles Properties in connection with the sale of 34 ski and attraction assets to EPR Properties and Ski Resorts Holdings for approximately $830 million in cash and shares of EPR common stock. CNL is a REIT focused on investing in lifestyle activities and whose portfolio includes ski and ...

November 9, 2016, IJ Global

Andrew Jack is quoted in an IJ Global article regarding the implications of Donald Trump’s election for U.S. infrastructure. According to Jack, although there is much uncertainty about what might change, “there’s a lot of things that are going to continue regardless of who is in government.”  Jack points out that there will continue to be technological ...

October 25, 2016, Covington Alert

In a recent case, Robinson v. U-Haul Company of California, the California Court of Appeal for the First Appellate District affirmed a trial court's award of attorney’s fees and issuance of a permanent injunction against a company from using a noncompete in its California dealer contracts.

October 21, 2016

WASHINGTON—Covington represented India-based Piramal Enterprises and its wholly owned Critical Care subsidiary in the UK in the acquisition of five anesthesia and pain management injectable products from Janssen Pharmaceutica NV, in an all cash deal for an upfront consideration of US$155 million, and up to an additional US$20 million. The products to be acquired ...

October 11, 2016, Webinar

October 7, 2016

LONDON—Covington advised AstraZeneca on its agreement with Cilag GmbH International, an affiliate of Johnson & Johnson, for the divestment of the rights to Rhinocort Aqua outside the U.S. Rhinocort Aqua is a nasal spray indicated for allergic and non-allergic rhinitis (inflammation of the inside of the nose), and for the treatment of nasal polyps (swelling of ...

October 7, 2016, Law360

October 5, 2016

NEW YORK—David Schwartzbaum has joined Covington as a partner in the Mergers and Acquisitions practice resident in New York. Mr. Schwartzbaum represents buyers, sellers, and financial advisors in public and private M&A transactions.   “David has a strong reputation for representing investment banks and financial advisors in M&A transactions, and he will play an ...

October 5, 2016, Dubai Solar Show Seminar Week, Dubai, UAE

September 30, 2016, Covington Alert

The U.S. Securities and Exchange Commission (SEC) continues to aggressively pursue companies using severance and other employment agreements that could be perceived to discourage employees from reporting possible securities law violations. Three enforcement actions this past summer demonstrate the need for companies to proactively review and give consideration ...

September 26, 2016

LONDON—Graham Vinter, General Counsel of BG Group plc from 2007 until 2015, has joined Covington’s London office.  Mr. Vinter will chair the firm’s Project Finance practice and supervise an expansion of the firm’s capabilities in this area. At BG Group, Mr. Vinter was a member of the Group Executive Committee and reported to the Chief Executive Officer. He was ...

September 26, 2016, Legal Week

Timothy Hester and Graham Vinter are quoted in a Legal Week article regarding Vinter’s recent arrival. According to Hester, "We see an opportunity at Covington to build a leading projects practice that also provides synergies with other parts of the firm - in particular, arbitration, government affairs, tax, corporate, IP, and energy regulation. As we move along ...

September 26, 2016, The Lawyer

Timothy Hester and Graham Vinter are quoted by The Lawyer in an article regarding Vinter’s arrival. According to Hester, Vinter’s hire was “an opportunity to build a leading projects practice that also provides synergies with other parts of the firm – in particular, arbitration, government affairs, tax corporate, IP and energy regulation.” Vinter adds, ...

September 26, 2016, Legal Business

Timothy Hester and Graham Vinter are quoted in a Legal Business article regarding Vinter’s arrival as chair of Covington’s Project Finance practice. Hester describes Vinter as a “veteran of the project finance industry [who] is highly respected worldwide for his unparalleled knowledge of the sector.” He adds, “We see an opportunity at Covington to build a ...

September 26, 2016, Law360

Timothy Hester and Graham Vinter are quoted in a Law360 article regarding Vinter’s recent arrival as chair of the firm’s Project Finance practice. According to Hester, “Graham is a veteran of the project finance industry and is highly respected worldwide for his unparalleled knowledge of the sector.” He continues, “We see an opportunity at Covington to build a ...

September 19, 2016, Webcast

September 15, 2016

WASHINGTON—Covington advised WestRock Company in its transfer of $2.5 billion of pension liabilities to Prudential Insurance Company of America. WestRock’s pension plan will purchase a group annuity contract from Prudential covering approximately 35,000 retirees and beneficiaries. This is one of the largest pension transfer transactions to have occurred in the ...

September 13, 2016, ABF Journal

Timothy Hester and Tom DeFilipps are quoted in an ABF Journal article regarding the arrival of DeFilipps to Covington. According to Hester, “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California.” DeFilipps says, “I am very pleased to join Covington’s growing California practice.” He continues, “I am ...

September 13, 2016, The Recorder

Tom DeFilipps and Doug Gibson are quoted by The Recorder in an article regarding DeFilipps’ recent move to Covington, where he will serve as chair of the West Coast corporate practice. According to DeFilipps, “Covington presented to me an opportunity to do something that sounded very interesting at this point in my career.” He continues, "I felt as though it was ...

September 13, 2016, Daily Journal

Tom DeFilipps and Doug Gibson are quoted in a Daily Journal article regarding DeFilipps’ move to Covington’s Silicon Valley office. Commenting on the draw to Covington DeFilipps says, “One of the more compelling aspects of the Covington platforms is the way it allows you to meld the strength of its regulatory practice in D.C. and non-U.S. jurisdictions, like ...

September 12, 2016

SILICON VALLEY—Tom DeFilipps has joined Covington as a partner in the Silicon Valley office and will serve as chair of the West Coast Corporate practice.  “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California,” said Timothy Hester, Covington’s chair. “Tom has built a successful Northern California ...

September 12, 2016, Law360

Timothy Hester and Tom DeFilipps are quoted in a Law360 article regarding DeFilipps’ recent arrival. According to Hester, “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California.” He continues, “Tom has built a successful Northern California corporate practice over many years and has a demonstrated track ...

August/September 2016, The Actuary Magazine

August 30, 2016, Covington Alert

As election season enters full swing, with political candidates at all levels actively soliciting campaign donations from individuals and companies, it is an ideal time for all companies to review the policies and procedures in place for political donations. While the SEC’s pay-to-play rules governing registered investment advisers and their “covered associates” ...

August 25, 2016, Bloomberg BNA

Leonard Chazen is quoted in a Bloomberg BNA article regarding trends and trajectories involving activist investor campaigns. According to Chazen, the increase in the number of activist funds as well as the amount of money flowing into the funds was fueled by the traditional buy-and-hold hedge funds that were underperforming the market. He adds, activism is ...

August 12, 2016, Law360

Scott Anthony is quoted in a Law360 article that offers advice to associates from established  M&A partners. According to Anthony, “Presentations need to be crisp. What that really means is that you need to memorize some of these legal standards that we use on a regular basis.” He continues, “The point is really that if you can do that, you still have to be able ...

August 5, 2016

NEW YORK—Covington advised Dana-Farber Cancer Institute in its monetization of a portion of its interest in royalties related to its Programmed Death Ligand-1 (PD-L1) intellectual property. PD-L1 inhibitors are immuno-oncology drugs used for the treatment of various types of metastatic cancer. CPPIB Credit Europe S.à r.l., a wholly owned subsidiary of Canada ...

July 15, 2016

NEW YORK—Covington advised Medical Research Council Technology, a UK-based independent life science medical research charity, in its sale of a portion of the royalty stream associated with its cancer drug Keytruda® for $150 million (£115.6 million).  Keytruda® (pembrolizumab), is a new generation treatment which stimulates the body’s immune system to fight ...

July 12, 2016, BNA's Federal Contracts Report

July 12, 2016, Covington Alert

In its recent In re Volcano Corporation Stockholder Litigation decision, the Delaware Court of Chancery extended the “cleansing effect” of the majority vote of fully informed, uncoerced, and disinterested stockholders in favor of a merger not subject to the entire fairness standard—as reinforced by the Delaware Supreme Court last fall in Corwin v. KKR Financial ...

January 2020

Since the beginning of the Brexit process more than three years ago, Covington’s Brexit Task Force–comprised of over 40 lawyers and former senior diplomats and policymakers, in London, Brussels, Frankfurt, Dublin, and Washington–has been advising clients in a wide range of industries on the challenges and opportunities created by this historic event. While a ...

July 1, 2016, Law360

Van Ellis and John Hurvitz are quoted in a Law360 article regarding Ellis’ arrival as a partner in the firm’s life sciences transactions practice. According to Ellis, who says he is drawn to how Covington deals with some of the largest and most complex transactions in the industry, “Every deal is different than the other deals. There are innovative aspects of ...

June 28, 2016, Covington Alert

The SEC’s Division of Corporation Finance (the “Division”) recently issued updated interpretive guidance on the use of non-GAAP financial measures. This guidance reflects an increasingly assertive position taken by the SEC in recent months regarding public companies’ use of numerical measures of performance, financial position or cash flows that are not ...

June 24, 2016, Covington Alert

The UK has voted to leave the European Union in an advisory referendum. 52% leave - 48% remain. Were the UK to leave the EU, this would have significant implications for the UK and for international businesses operating in the UK. The longer term impact of the decision on the regulatory framework for the UK will depend, in part, on the relationship that the UK ...

June 21, 2016

SILICON VALLEY—Covington advised Tencent Holdings Limited, a leading provider of internet service in China, in connection with its acquisition of a majority stake in Supercell from SoftBank. A consortium established by Tencent will acquire up to 84% of Supercell for $8.6 billion in a transaction valuing Supercell at approximately $10.2 billion. Supercell is a ...

June 20, 2016

WASHINGTON—Van Ellis has joined Covington as a partner in its life sciences transactions practice, resident in Washington. Mr. Ellis has extensive experience in a wide variety of technology-based transactions and corporate matters in the life sciences field, from billion-dollar global collaborations to daily commercial and operational matters. He also counsels ...

June 17, 2016

LONDON—Euromoney Legal Media Group has selected four Covington lawyers for its annual “Europe Women in Business Law Awards.” The awards honor women in the legal sector across Europe. The Covington lawyers recognized are: Louise Nash, Best in Mergers & Acquisitions. Ms. Nash focuses on M&A and other transactional matters for clients in the consumer brands, ...

June 7, 2016

WASHINGTON—Covington has again received top rankings from Chambers USA, with 60 practice rankings and 120 individual rankings for lawyers in the publication’s 2016 edition. The legal guide identifies leading lawyers and law firm practices based on interviews conducted by Chambers’ researchers with thousands of lawyers and their clients. The firm was ranked in ...

June 3, 2016

NEW YORK—Covington advised Beltone Financial Holding, a leading Egyptian investment bank, in its acquisition of 51 percent of Auerbach Grayson & Company, a New York brokerage firm specializing in global trade execution and research on developed, frontier, and emerging markets for U.S. institutional investors. This acquisition marks Beltone Financial’s entry into ...

June 3, 2016

NEW YORK—Covington advised the underwriters in connection with Repligen’s $115 million debt offering. The senior convertible notes due in 2021 were placed at 2.125 percent. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands used by life science companies to purify biologic drugs such as monoclonal antibodies, recombinant ...

May 31, 2016

NEW YORK—Covington is advising MagtiCom Ltd., the leading mobile operator in the Republic of Georgia, on its definitive agreement to acquire retail and corporate ISP cable assets from Caucasus Online LLC. The deal is expected to close on or around August 1, 2016. Following the successful conclusion of the transaction, MagtiCom will be the first and only operator ...

May 31, 2016

WASHINGTON—Covington advised Graham Media Group in its definitive agreement to purchase WCWJ, the CW affiliate serving Jacksonville, FL and WSLS-TV, the NBC affiliate serving Roanoke and Lynchburg, VA, from Nexstar Broadcasting Group and Media General. The Covington team included corporate partners Paul Rogers and Michael Cutler, with associate Adina Lord. ...

May 26, 2016

NEW YORK—Corporate Board Member magazine has once again named Covington to its list of the top 25 corporate law firms. The “America’s Best Corporate Law Firms” survey asks directors and general counsels at publicly traded companies to identify the firms they would most likely retain for a variety of legal matters. “Covington is proud that we are regarded by our ...

May 13, 2016, American Banker

Christopher DeCresce is quoted in this American Banker article exploring whether more fintech companies will seek bank charters. According to DeCresce, one sector in fintech that may soon be forced to look at the option is marketplace lenders. "They have to register in every state they want to do business in, and that can be a cumbersome process," he says. "A ...

May 10, 2016, Harvard Corporate Governance

May 6, 2016, Law360

Eric Blanchard is quoted in a Law360 article examining $471 million in initial public offerings from the week of May 9. According to Blanchard, "We're in a position of watchful waiting at the moment." He continues, “If we see these four or five deals go well, hopefully we will see another round of deals and get some momentum going."

May 6, 2016, Covington Alert

New York’s highest court, in an opinion1 issued yesterday, adopted as New York law the test established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (“MFW”)2 for applying the business judgment rule to the review of going-private transactions by controlling shareholders. This important decision clarifies the standards applicable to directors of ...

April 28, 2016

NEW YORK — Covington advised Jefferies LLC as financial advisor to Cash America International, Inc. in connection with its merger with First Cash Financial Services, Inc. The pro-forma market value of equity of the transaction is valued at approximately $2.4 billion. Following the close of the transaction, First Cash shareholders will own approximately 58% of ...

April 27, 2016, Covington Alert

In late April 2016, federal financial regulators began the process of re-proposing rules (the “Proposal”) to implement restrictions on incentive-based compensation required by Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 956 directs a number of federal regulators (the “Agencies”) to jointly issue ...

April 25, 2016

The recent decisions of the United States District Court for the Southern District of New York in the Marblegate and Caesars Entertainment cases contain language that suggests a significant departure from the widely understood meaning of TIA Section 316(b) that has prevailed among practitioners for decades. These cases have introduced interpretive issues that ...

April 20, 2016

LOS ANGELES — Covington partners Emily Henn, Robyn Polashuk and Sonya Winner have been named to the Daily Journal’s annual list of “Top Women Lawyers” in California. The list recognizes 100 lawyers who “try complex commercial disputes and put together industry-transforming deals.” Ms. Henn, based in the firm’s Silicon Valley office, co-chairs the firm’s Class ...

April 13, 2016, National Defense

Scott Freling is quoted in this National Defense article exploring the DOJ and FTC joint statement on preserving competition in the defense industry. According to Freling, the interagency truce should “provide some comfort” to defense contractors that mergers and acquisitions can go forward, albeit “under the right circumstances.” Brown adds, the statement ...

April 12, 2016

NEW YORK — Covington advised Turner Sports on the extension of its rights to distribute the NCAA men’s basketball tournament via a partnership with CBS. With the extension in place, Turner and CBS will hold the media rights for “March Madness” through 2032. The new agreement allows the networks to distribute the tournament games across a wide range of their ...

April 8, 2016

NEW YORK — Covington advised Emmy and Golden Globe-winning producer Ben Silverman on the creation of Propagate Content, a media production and distribution company. A+E has agreed to fund the company with $30 million in equity and has committed to buy $15 million in scripted or unscripted projects in a five-year deal. Propagate has already signed Will.i.am and ...

April 4, 2016, Law360

Donald Murray is quoted in this Law360 article exploring the 506(c) provision and Regulation A-Plus of the JOBS Act. Murray thinks Regulation A-Plus offerings could struggle to gain traction because they fall between the private and public realms. “You don't have the glamour of being a public company, but you don't have anonymity of being private.”  

March 24, 2016

NEW YORK - Covington advised the underwriters in the $45 million initial public offering of common stock of Senseonics Holdings, Inc. The offering closed on March 23, 2016.  Shares of Senseonics trade on the NYSE MKT under the ticker “SENS.”  Senseonics develops continuous glucose monitoring systems for patients with diabetes. Its Eversense product consists of ...

March 18, 2016, Law360

Donald Murray is quoted in this Law360 article regarding the SEC’s new streamlined review process. Murray says, “If you pick up a prospectus for an early-stage life sciences company, the piece that would get the bulk of staff comments in other industries, the financials, they’re very basic, not much to comment on.”

March 16, 2016, Covington Alert

March 10, 2016

NEW YORK — Covington represented MidFirst Bank in its acquisition of 1st Century Bancshares, Inc. 1st Century is a publicly traded bank-holding company of 1st Century Bank of Los Angeles. Simultaneously with the closing of the acquisition, 1st Century Bank will be merged into MidFirst Bank.  Following these transactions, the business of 1st Century Bank will ...

March 7, 2016

LONDON — Carlo Kostka has joined Covington’s global financial institutions practice resident in the firm’s London office.  Most recently Mr. Kostka served as co-head of UniCredit's legal department, where he was responsible for international legal operations, including all legal matters related to the corporate and investment banking division, significant ...

March 1, 2016

LONDON — Covington advised AstraZeneca on an agreement with ProStrakan Group, a subsidiary of Kyowa Hakko Kirin Co. Ltd., for the rights to Moventig (naloxegol) in the European Union (EU), Iceland, Norway, Switzerland and Liechtenstein.  Moventig is the first once-daily, oral peripherally-acting mu-opioid receptor antagonist (PAMORA) approved in Europe for the ...

February 4, 2016, Covington Alert

February 3, 2016

WASHINGTON, DC — Covington assisted the National Football League in negotiating its partnership with CBS and NBC to produce and televise "Thursday Night Football" for the 2016 and 2017 seasons. In addition to continuing its Thursday Night Football partnership with CBS, the NFL is adding NBC as a partner, with both networks set to air five Thursday Night Football ...

January 29, 2016

NEW YORK — Latinvex has named Covington partner Gabriel Mesa among its “Latin America’s Top 100 Lawyers” for the third year in a row. Resident in the firm’s New York office, Mr. Mesa counsels corporations in joint ventures and private mergers and acquisitions in Latin America and other emerging markets, as well as in the United States. His work spans venture ...

January 13, 2016

LONDON — Covington advised AstraZeneca, along with its global biologics research and development arm, MedImmune, on a new collaboration with Moderna Therapeutics to discover, co-develop and co-commercialize messenger RNA (mRNA) therapeutic candidates for the treatment of a range of cancers. The collaboration is in addition to the agreement announced by the ...

December 23, 2015, Bloomberg Business

Louise Nash was interviewed by Bloomberg Business television for a live segment featured on “Countdown,” discussing the 2015 M&A market and its high volume of transactions.

December 18, 2015, Covington Alert

December 17, 2015

LONDON, 17 December, 2015 — Covington advised AstraZeneca on its acquisition of Takeda’s respiratory business. Under the terms of the agreement, AstraZeneca will make a payment of $575 million, and approximately 200 staff will transfer to AstraZeneca upon completion. The deal will include the expansion of rights to roflumilast (marketed as Daliresp in the ...

December 17, 2015

WASHINGTON, DC, December 17, 2015 - Mergers & Acquisitions magazine has named Catherine Dargan as one of “The Most Influential Women in Mid-Market M&A.” The inaugural special report celebrates 25 of “the best and the brightest female dealmakers.” Among a group of corporate executives and investment bankers, Ms. Dargan is the only outside counsel recognized. Ms. ...

December 14, 2015, Covington Alert

December 10, 2015, Covington Alert

December 9, 2015

NEW YORK, December 9, 2015 - Covington advised Grupo P.I. Mabe, the leading producer of hygienic products in Mexico, on its sale to Ontex Group NV, a publicly listed company based in Belgium. The transaction is expected to close in the first quarter of 2016. The transaction will require regulatory approvals in Mexico, the US and certain other countries, and has ...

December 9, 2015, Covington Alert

December 8, 2015

NEW YORK, December 8, 2015 - Covington represented Ascension, the nation’s leading Catholic and non-profit health system, in a $200 million investment transaction with TowerBrook Capital Partners in Accretive Health, a leading provider of revenue cycle management services to healthcare providers. The transaction is expected to close in the first quarter of ...

December 8, 2015

BEIJING, December 8, 2015 - Tim Stratford, managing partner of Covington’s Beijing office, received the China Pioneer Award from the American Chamber of Commerce in the People’s Republic of China. The AmCham China Pioneer Award honors corporate leaders who made early and significant contributions to economic expansion and the business environment across ...

December 1, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation

November 23, 2015

LONDON, November 23, 2015 — Covington represented Allergy Therapeutics, the AIM-listed specialty pharmaceutical company specializing in allergy vaccines, in the placement of ordinary shares raising approximately £11.5 million. The placement was conducted through an accelerated bookbuilding process with Panmure Gordon & Co acting as financial adviser, nominated ...

November 16, 2015

WASHINGTON, DC, November 16, 2015 - Covington advised Graham Holdings Company, a diversified education and media company, in its acquisition of Group Dekko, a manufacturer of electrical solutions for workspace, architectural lighting, and electrical components. The financial terms of the deal were not announced. According to Timothy O’Shaughnessy, president and ...

November 1, 2015, Philadelphia Inquirer

Former Director of Transfer Pricing Operations in the Large Business & International Division of the IRS Samuel Maruca is quoted by the Philadelphia Inquirer in an article about taxes being paid by large companies, and the IRS’ attempt to settle “transfer-pricing” cases to ensure they are paying the correct amount. According to Maruca, "The IRS has become a lot ...

October 27, 2015, Covington Alert

October 8, 2015

WASHINGTON, DC, October 8, 2015 — Covington advised Prosper Marketplace, a leading online marketplace that connects borrowers and investors, in its acquisition of BillGuard, a personal finance analytics company. The financial terms of the deal were not announced. According to the company’s press release, the acquisition will enable Prosper Marketplace to offer ...

October 7, 2015, Covington Alert

September 30, 2015

NEW YORK - Covington advised the underwriters in the $106.1 million initial public offering by Austrian-based Nabriva Therapeutics AG of 10,350,000 million American Depositary Shares, representing 1,035,000 shares of Nabriva’s common stock. This was the first U.S. initial public offering by an Austrian company. The ADSs are now listed on the NASDAQ Global Market ...

September 15, 2015, Law360

September 14-16, 2015, GulfSol, Dubai, UAE

September 3, 2015

NEW YORK, September 3, 2015 — UCB and Lannett Company, Inc. announced they have entered into a definitive agreement providing for the acquisition of UCB’s U.S. specialty generics subsidiary, Kremers Urban Pharmaceuticals Inc., by Lannett. UCB will receive upfront cash proceeds of US $1.23 billion upon closing, which is subject to regulatory approval and other ...

August 20, 2015

SAN FRANCISCO, August 20, 2015 — Covington advised Tencent Holdings Ltd. on its US$50 million investment in Ontario-based Kik Interactive, Inc., a messenger application with more than 200 million registered users. Tencent is a Chinese company that provides value-added Internet, mobile and telecom services and online advertising. Its messaging app WeChat has ...

August 10, 2015, Covington Alert

July 21, 2015

NEW YORK, July 21, 2015 — Covington advised Morgan Stanley & Co. LLC as financial advisor to Vivint Solar, Inc. in connection with its acquisition by SunEdison, Inc. The transaction consideration, valued at $2.2 billion, will be paid to Vivint stockholders in a combination of cash, SunEdision common stock and a convertible promissory note. Vivint Solar sells, ...

July 6, 2015, Covington Alert

July 2015, Insights

June 24, 2015

LONDON, June 24, 2015 — Covington advised Allergy Therapeutics plc, the AIM-listed specialty pharmaceutical company, on its recently announced acquisition of Alerpharma, S.A. a Spanish-based allergy immunotherapy company which previously spun out from Spanish biopharmaceutical company, Zeltia S.A.   Alerpharma’s principal operating subsidiary, Inmunal, markets ...

June 18, 2015

WASHINGTON, DC, June 18, 2015  — Covington advised Allergan plc in its acquisition of KYTHERA Biopharmaceuticals, Inc. for consideration having a fixed value of $75 per KYTHERA share, or approximately $2.1 billion, which will be paid 80 percent in cash and 20 percent in Allergan shares issued to KYTHERA shareholders. KYTHERA is a biopharmaceutical company ...

June 17, 2015, The New York Times

The firm is mentioned in this article regarding it's representation of Allergan in its $2.1 billion acquisition of Kythera Biopharmaceuticals. 

June 9, 2015

WASHINGTON, DC, June 9, 2015  — Euromoney Legal Media Group selected Covington partners Dianne Coffino and Andrea Reister for its annual Americas Women in Business Law Awards. The awards honor women who are leading the field in the legal sector across the Americas.   Ms. Coffino, a partner in the firm’s New York office, was recognized in the “Best in Insolvency ...

June 4, 2015

NEW YORK, June 4, 2015 — Covington acted as U.S. M&A and antitrust counsel to Joy Global, Inc., a leader in high-productivity mining solutions, on its French-law governed acquisition of Montabert S.A.S. from Doosan Holding France S.A.S., an affiliate of South Korean conglomerate Doosan Global, for EUR 110 million.   Montabert specializes in the production and ...

May 28, 2015, Covington Alert

May 22, 2015

NEW YORK, May 22, 2015  — Covington advised European telecommunications company Altice S.A. (Euronext ATC) in a $9.1 billion deal to acquire a controlling stake in Suddenlink, the seventh largest cable operator in the U.S.  Under the terms of the agreement, Altice will enter the U.S. cable television and broadband market by acquiring 70 percent of the share ...

May 20, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation

May 19, 2015

NEW YORK, May 19, 2015 — Covington is advising Pandora Media, Inc., an Internet radio service, in its acquisition of Next Big Sound, Inc., a provider of online music analytics. The acquisition is expected to provide Pandora with a powerful analytics tool used by tens of thousands of music makers, labels and marketers looking for data and insights about artists ...

May 18, 2015

WASHINGTON, DC, May 18, 2015 — Covington has again been named to Corporate Board Member magazine’s annual list of top 25 corporate law firms. The survey, conducted by the magazine and FTI Consulting, asked directors and general counsels at publicly traded companies to identify the firms they would most likely retain for a variety of legal matters. “Covington ...

May 18, 2015, Covington E-Alert

May 15, 2015

WASHINGTON, DC, May 15, 2015  — Covington represented Public Pension Capital, LLC in the formation of a strategic partnership with and investment in Kramer Van Kirk Credit Strategies LP, a Chicago-based manager of collateralized loan obligations with more than $4 billion in assets under management. Public Pension Capital also acquired a stake in KVK Technology ...

May 8, 2015

WASHINGTON, DC, May 8, 2015 — Catherine Dargan, co-chair of Covington’s mergers and acquisitions practice, was named one of The National Law Journal’s “Outstanding Women Lawyers.” The award recognizes 75 of the most accomplished women in the legal profession today, including judges, corporate counsel, law firm partners, and public interest lawyers. Among the ...

May 8, 2015, Law360

Covington successfully represented media companies seeking to protect confidential information from being disclosed in an FCC merger review proceeding.

May 1, 2015, Covington E-Alert

April 20, 2015

NEW YORK — Covington advised the underwriters in the $76.8 million initial public offering of common stock of Cidara Therapeutics, Inc. Shares of Cidara trade on the NASDAQ Global Market under the ticker “CDTX.” Cidara is a biopharmaceutical company focused on the discovery, development and commercialization of anti-infectives for treatment of diseases ...

April 13, 2015

SAN FRANCISCO, April 13, 2015  —  Covington advised Prosper Marketplace, Inc. in its $165 million Series D financing. This round was led by Credit Suisse NEXT Investors, part of Credit Suisse Asset Management, and included J.P. Morgan Asset Management, SunTrust Banks, a subsidiary of USAA, BBVA Ventures (BBVA’s representative office in San Francisco), Neuberger ...

April 6, 2015

NEW YORK, April 6, 2015 — Christopher DeCresce has joined Covington’s corporate practice in the firm’s New York office. Mr. DeCresce will focus on securities and capital markets, mergers and acquisitions, joint ventures, governance, and securities law reporting and compliance, primarily focused on financial services companies. “Chris has a proven track record ...

March 27, 2015, Covington E-Alert

March 12, 2015, NDIA Defense M&A Seminar

March 11, 2015, Law360

February 12, 2015, Covington E-Alert

February 4, 2015, Covington E-Alert

February 3, 2015, Covington E-Alert

January 28, 2015, Law360

January 27, 2015

WASHINGTON, DC, January 27, 2015 — Covington was named one of the top 2014 “Media and Entertainment Practice Groups of the Year” by Law360.Law360 highlighted the practice for its involvement in “the most-talked-about sports media rights deals last year,” including the NFL's Sunday Ticket agreement with DirecTV, Steve Ballmer’s bid for the Los Angeles Clippers, ...

January 26, 2015

LONDON, January 26, 2015 — Covington has advised Horizon Discovery Group plc on the acquisition of Haplogen Genomics GmbH for an initial consideration of £6 million in cash and the issue of new ordinary shares, with potential earn-out payments based on future performance to be satisfied by the issue of further new ordinary shares having an aggregate value of up ...

January 15, 2015

LONDON, January 15, 2015 — Covington & Burling advised Laboratorios Esteve, S.A. (Esteve) in a global multi-programme discovery and development collaboration with Mundipharma Laboratories GmbH and its independent associated company, Purdue Pharmaceuticals LP, to bring to market important next generation products for the management of pain. Under the agreements, ...

January 15, 2015

LONDON, January 15, 2015 — Covington & Burling advised OCP S.A. on the acquisition of approximately 10% of the share capital of Brazilian listed fertilizer company, Fertilizantes Heringer S.A., for R$145.415.034,00 (approximately US$55 million) and on a long-term supply agreement for phosphatebased products. OCP Group is the largest global producer of phosphate ...

January 2015, Corporate Counsel

Covington's Lanny Breuer and Peter Lichtenbaum have authored this article on corporate compliance: The phone rings, and the CEO tells you she’s planning an acquisition of a target that has operations in Europe and Asia. She’s focused on the potential to develop technology 24-7 and get closer to the global customers. Of course, your job is to get regulatory ...

December 11, 2014, African Law & Business

Covington's Ashwin Kaja authored this piece on the implications of the Ebola crisis on international businesses: Although headway has been made in curbing the spread of the Ebola virus in Guinea, Liberia, and Sierra Leone, more than 16,000 people to date have contracted the virus and nearly 7,000 have died in what the World Health Organization (WHO) calls the ...

December 4, 2014, Financial Times

Covington is recognized as a “standout” firm, the publication’s highest honor, in the corporate and commercial category. The FT highlighted the firm’s representation of World Wrestling Entertainment in its creation of the WWE Network, the first 24/7 streaming television network to be available exclusively over the Internet. The firm was also listed in the ...

11/24/2014

WASHINGTON, DC, November 24, 2014 — Law360 named Covington & Burling partner Doug Gibson a “most valuable player” in media and entertainment law. Law360’s “MVP of the Year” awards recognize lawyers who have had successes in record-breaking deals, high-stakes litigation, and complex global matters in the past year. In a profile on Mr. Gibson, Law360 cited his ...

November 21, 2014, Law360

Covington's Doug Gibon was named a Law360 MVP: "Covington & Burling LLP partner Doug Gibson’s name appears on many high-profile sports industry deals, including this summer’s negotiation of former Microsoft Corp. CEO Steve Ballmer’s $2  billion purchase of the Los Angeles Clippers and the National Football League’s extension on DirecTV’s rights for NFL Sunday ...

11/20/2014

REDWOOD SHORES, CA, November 20, 2014 — Covington & Burling advised Oplink Communications, Inc. in its sale to Koch Optics, Inc., a wholly owned Koch Industries subsidiary. The all-cash transaction is valued at approximately $445 million. Under the terms of the deal, announced Wednesday, Koch Optics will commence a tender offer and subsequent merger for all of ...

November 17, 2014

LONDON, 17 November, 2014 — Covington is advising Indivior, formerly RB Pharmaceuticals, in the demerger transaction announced today from Reckitt Benckiser, a global consumer products company. The demerger is subject to the approval of RB shareholders. Indivior PLC will be a specialty pharmaceutical company focused on the treatment of addiction and closely ...

November 10, 2014, Covington Advisory

November 7, 2014

NEW YORK, NY, November 7, 2014 — Covington & Burling represented UCB in connection with its agreement to sell Kremers Urban Pharmaceuticals Inc., a U.S.-based subsidiary, to Advent International and Avista Capital Partners. UCB will receive gross cash proceeds of $1.525 billion upon closing. This transaction has been unanimously approved by the board of ...

October 17, 2014, The Lawyer

Partners Louise Nash and Simon Amies are mentioned in this article regarding their representation of Qualcomm: "Covington & Burling advised US mobile phone chipmaker Qualcomm and Slaughter and May advised tech firm CSR on the US company’s £1.6bn takeover of the British company, which will increase Qualcomm’s presence in the UK."

October 13, 2014

NEW YORK, October 13, 2014 — Covington & Burling advised the Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners in its $5.8 billion merger with Targa Resources Partners. Under the agreement, Targa will pay $4 billion in Targa units and cash and assume $1.8 billion in debt for Atlas. Atlas unitholders will receive 0.5846 units of ...

October 10, 2014

LONDON, 10 October, 2014 — Covington & Burling is advising Consort Medical plc on the acquisition of Aesica Holdco Limited and its operating subsidiaries from private equity fund Silverfleet Capital and its management shareholders for a total consideration of approximately £230 million. Covington is also advising Consort Medical plc on the £98.9 million Rights ...

October 6, 2014, The American Lawyer

Covington is featured in this article regarding the firm advising the National Basketball Association on a media rights deals with Walt Disney Co. and Time Warner Inc.’s Turner Broadcasting System. "The agreement comes on the heels of the NFL's renewal of its Sunday Ticket game package with DirecTV last week. Covington counseled its longtime client the NFL on ...

October 1, 2014, Global Arbitration Review

Covington's Nicole Duclos is featured in this article on her recent promotion to partner: "Duclos’s promotion is effective today. She joined Covington in September 2013, bringing with her two former Allen & Overy associates, Erin Thomas and Thomas Odell."  "Unsurprisingly given her Chilean nationality, much of her arbitration practice focuses on South America. ...

10/03/2014

WASHINGTON, DC, October 3, 2014 — Covington & Burling represented the National Football League in connection with its recently announced deal to extend DirecTV's exclusive rights to carry NFL Sunday Ticket in a multi-year agreement. The agreement also extends DirecTV’s rights to stream NFL Sunday Ticket, a package that enables subscribers to view out-of-market ...

September 19, 2014

REDWOOD SHORES, CA, September 19, 2014 — Covington & Burling advised Samsung Electronics Co., Ltd. in its acquisition of Canadian cloud-printing firm PrinterOn. The acquisition is expected to enhance Samsung’s mobile cloud services to the business-to-business market. Under the terms of the agreement, Samsung purchased all outstanding stock from the current ...

August 29, 2014, The New York Times

Covington's David Martin is quoted in this article regarding Luis Aguilar, a commissioner at the S.E.C., stating that he was concerned that the agency’s stance on cases involving executives who put misleading and fraudulent numbers into their financial filings might be weakening. "Mr. Aguilar’s missive goes to the heart of one of the S.E.C.’s main jobs – ...

August 7, 2014

LONDON, 7 August, 2014 — Covington advised Ergomed plc, an international clinical research business, on its flotation on the AIM market of the London Stock Exchange, an associated fundraising and its simultaneous acquisition of PrimeVigilance Limited, a leading provider of pharmacovigilance and medical information services. Ergomed ‘s market capitalisation on ...

August 5, 2014

LONDON, 5 August, 2014 — Covington & Burling advised Illumina on its partnership with Genomics England to provide infrastructure and expertise for a four-year project that aims to make the UK the world leader in genetic research into cancer and rare diseases, through funding research to decode 100,000 human genomes - a patient's personal DNA code. The deal is ...

July 30, 2014

LONDON, 30 July, 2014 — Covington & Burling advised AstraZeneca on its agreement to transfer to the company the rights to Almirall’s respiratory franchise for an initial consideration of $875 million on completion, and up to $1.22 billion in development, launch, and sales-related milestones. AstraZeneca has also agreed to make various sales-related payments. ...

July 30, 2014, Legal Business

Lucinda Osborne, Gregor Frizzell, Christopher Walter and Miranda Cole are mentioned regarding their representation of AstraZeneca on its £1.2bn acquisition of Spanish healthcare group Almirall’s respiratory unit.

July 30, 2014, Bloomberg

July 10, 2014

LONDON, 2 June, 2014 — Oxford BioMedica plc, a Main Market listed gene based biopharmaceutical company, announced that it intends to raise gross proceeds of up to £25.7 million through a fundraising by means of a placing and subscriptions and an open offer. Covington & Burling advised the company on the transaction. The proceeds of the fundraising will be used ...

July 10, 2014

LONDON, 10 July, 2014 — Rightster Group plc, an AIM-listed cloud-based global video distribution and monetisation network, announced the acquisition of Viral Management Limited, the proposed acquisition of Base79 Limited and the placing of new shares by Cenkos to raise £42 million for the company. Covington & Burling advised Rightster on these transactions, ...

July 10, 2014, Bloomberg

Covington partner David Martin is quoted regarding Alibaba Group Holding Ltd.’s proposal for what could be the largest initial stock offering in U.S. history. "The SEC’s anticipated approval of the offering documents will follow a staff review and won’t be voted on by the full five-member commission. The process isn’t designed to judge the offering, only to ...

July 8, 2014, Bloomberg

Catherine Dargan, Mike Riella, Deb Garza, John Gourary, Andrea Reister, Rob Heller, Mike Francese and Kerry Burke are mentioned regarding their representation of Aristocrat Leisure Ltd.  "Covington & Burling LLP advised Aristocrat Leisure Ltd. (ALL), which agreed to buy Video Gaming Technologies Inc. for about $1.3 billion to triple its North American business ...

June 26, 2014

NEW YORK, June 26, 2014 — Covington & Burling advised MidFirst Bank in connection with its agreement to acquire Steele Street Bank. The acquisition, expected to close in the first quarter of 2015, is subject to shareholder and regulatory approval and other customary conditions. MidFirst, one of the five largest privately owned banks in the United States, is a ...

June 19, 2014

WASHINGTON, DC, June 19, 2014 — Covington & Burling advised MacNeil/Lehrer Productions in connection with the transfer of ownership and control of the PBS NewsHour to WETA, the flagship public media station for Washington, D.C. Under the terms of the transfer, announced Wednesday, the MacNeil/Lehrer Productions partners will contribute their ownership of PBS ...

June 9, 2014

WASHINGTON, DC, June 9, 2014 — Catherine Dargan, co-chair of Covington & Burling’s mergers and acquisitions practice, was named as “Best in Mergers & Acquisitions” by Euromoney Legal Media Group at its Americas Women in Business Law Awards ceremony in New York on June 5. The awards honor firms that set “the standard in terms of female-friendly work practices” ...

June 5, 2014

LONDON, 5 June, 2014 —Horizon Discovery Group plc, an AIM listed international life science company supplying research tools and services to organizations engaged in genomics research and the development of personalized medicines, announced its acquisition of the CombinatoRx service business and related assets from Nasdaq listed Zalicus Inc., a biopharmaceutical ...

5/30/2014

WASHINGTON, DC, May 30, 2014 — Covington & Burling advised Steve Ballmer on his agreement to purchase the Los Angeles Clippers from The Sterling Family Trust for $2 billion. "I will be honored to have my name submitted to the NBA board of governors for approval as the next owner of the Los Angeles Clippers. I love basketball," Ballmer said in a statement. "And ...

May 30, 2014

WASHINGTON, DC, May 30, 2014 — Covington & Burling advised Graham Holdings Company in its acquisition of Joyce/Dayton Corp., an Ohio-based manufacturer of screw jacks and other linear motion systems. The acquisition was announced earlier today. Graham Holdings is an education and media company whose principal operations include educational services, television ...

May 30, 2014, Law360 - 5 Must-Know Facts About Ballmer's $2B Clippers Bid

Covington advised Steve Ballmer on his agreement to purchase the Los Angeles Clippers from The Sterling Family Trust for $2 billion. The firm is mentioned in the above articles regarding the deal. Law360 writes, "Steve Ballmer is represented in the latest deal by a Covington & Burling LLP team led by Doug Gibson, Scott Roades and Peter Zern, including Rob ...

5/7/2014

SAN FRANCISCO, May 7, 2014 — Covington & Burling advised Prosper Marketplace, Inc. in its $70 million Series C financing. The round was led by new investor Francisco Partners and also included Institutional Venture Partners and Phenomen Ventures. Covington advised on the structuring and execution of the transaction. Prosper Marketplace, headquartered in San ...

May 7, 2014

NEW YORK, May 7, 2014 — Nicole Duclos has been named to Latinvex’s list of “Latin America’s Top 50 Female Lawyers.” The online publication selected the top 50 female lawyers specializing in Latin America from among nearly 100 international law firms. Ms. Duclos focuses on international commercial and investment arbitration in Latin America. Her experience spans ...

May 1, 2014

LONDON, 1 May, 2014 — Covington & Burling advised Lombard Medical, Inc. on its $55 million U.S. initial public offering and the listing of the company’s ordinary shares on the NASDAQ Global Market. Covington also advised the company on its change of domicile from the U.K. to the Cayman Islands and the delisting of its shares from the AIM market of the London ...

April 27, 2014

NEW YORK, April 28, 2014 — Covington & Burling represented Forest Laboratories in a definitive agreement to acquire Furiex Pharmaceuticals, a drug development collaboration company, for up to $1.46 billion. The acquisition of Furiex expands Forest’s offerings in gastroenterology. Forest agreed to pay $95 per share in cash, or approximately $1.1 billion in the ...

April 7, 2014, The Lawyer

Covington's Paul Claydon, Guy Dingley, and Sarah Hoult are mentioned regarding their representation of Horizon Discovery on their IPO.

March 31, 2014

LONDON, 31 March, 2014 — Horizon Discovery Group plc announced the admission of its shares to the AIM market of the London Stock Exchange. Covington & Burling advised Horizon on the transaction. The IPO raised approximately £40 million before expenses for Horizon and a further £28.6 million for selling shareholders, which puts a market capitalisation on the ...

March 28, 2014

LONDON, 28 March, 2014 — Covington & Burling advised Charles Stanley Securities acting as nominated adviser and WG Partners acting as financial adviser and broker to Venture Life Group plc, the international consumer healthcare company, on its admission to AIM. On admission to AIM, Venture Life will complete the acquisition of Biokosmes Srl, an Italian company ...

March 25, 2014

LONDON, 25 March, 2014 — Covington & Burling advised Vectura Group Plc, a product development company that focuses on the development of pharmaceutical therapies for the treatment of airways-related diseases, on its acquisition of German pharmaceutical company Activaero GmbH for a total consideration of €130 million (£108 million) and related fundraising to ...

February 26, 2014, Covington E-Alert

2/24/2014

NEW YORK, February 24, 2014 — Covington & Burling advised American Tire Distributors in the acquisition of Terry’s Tire Town from Talisman Partners for up to $365 million. American Tire, a portfolio company of TPG, is a wholesale distributor of replacement tires throughout the United States and Canada. The acquisition is expected to close at the end of March, ...

February 20, 2014

NEW YORK, February 20, 2014 — Covington & Burling represented Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco ...

February 12, 2014, Law360

Covington successfully represented the plaintiffs challenging a Volker Rule provision relating to "trust preferred" collateralized debt obligations.

2/10/2014

WASHINGTON, DC, February 10, 2014 — Covington & Burling represented GCP Capital Partners in connection with the acquisition and recapitalization of 1st Mariner Bank by a newly formed interim bank that will be capitalized by investors including GCP Capital Partners. Formed and led by its management team, the interim bank signed an agreement with First Mariner ...

January 31, 2014

WASHINGTON, DC, January 31, 2014 — J. D. Weinberg, a partner in the firm’s corporate practice group, was featured speakers at the Bank Director’s 20th annual Acquire or Be Acquired Conference in Phoenix on Jan. 27. The  presentation addressed strategic mergers and acquisitions in the banking sector. Topics examined include the legal issues in merger of equals; ...

January 31, 2014, Covington Advisory

December 20, 2013

SAN FRANCISCO, December 20, 2013 — Covington & Burling advised Emeryville, Calif.-based Aspera, Inc. in its sale to IBM. Aspera’s high-speed transfer technology helps clients securely speed the movement of massive data files around the world. Aspera's technology, licensed to clients and partners either in the cloud or on premises, reduces transmission times for ...

December 19, 2013, Covington Advisory

December 18, 2013, Covington Advisory

December 18, 2013, Covington Advisory

November 26, 2013

WASHINGTON, DC, November 26, 2013 — Covington & Burling advised the National Hockey League in negotiating its twelve-year, C$5.2 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and the Stanley Cup Final, in Canada. The agreement is the largest media rights deal in NHL ...

November 12, 2013

LONDON, 12 November, 2013 — Rightster Group plc., a global provider of cloud-based services that optimise the distribution and monetisation of live and on-demand video, today announced the admission of its shares to the AIM market of the London Stock Exchange. Covington & Burling advised Rightster on the transaction. Rightster has raised £20.4 million before ...

October 30, 2013, Covington Advisory

October 28, 2013

NEW YORK, October 28, 2013 — Covington & Burling received two awards at the Americas M&A Atlas Awards ceremony held in New York on October 24. The firm was recognized for Cross Border Deal of the Year (Large Markets) and for South America Deal of the Year (Large Markets) in connection with Covington’s representation of Grupo Sura, the Latin American financial ...

October 2013, U.S. Chamber of Commerce

September 30, 2013, Law360

9/27/2013

NEW YORK, September 27, 2013 — Covington & Burling received six awards at the inaugural LMG Life Sciences awards on September 25, including “FDA Pharmaceutical Firm of the Year” and Richard Kingham’s induction to the Hall of Fame. The awards, which are selected based on a survey of peers and leading companies in the life sciences industry, “recognize and honor ...

September 25, 2013, Covington E-Alert

September 20, 2013, Law360

September 19, 2013, Covington Advisory

9/13/2013

WASHINGTON, DC, September 13, 2013 — Catherine Dargan, co-chair of Covington & Burling’s mergers and acquisitions practice, was named one of The National Law Journal’s “D.C. Deal Makers of the Year.” The award was presented last night at the Ritz-Carlton in Washington, D.C. The award recognizes Washington lawyers who tackled some of the most notable transactions ...

9/12/2013

SAN FRANCISCO, September 12, 2013 — Covington & Burling partners Bruce Deming and David Goodwin have been named to the Daily Journal’s list of “Top 100 Lawyers” in California. The list recognizes “the tremendous legal talent” in the state, according to the publication’s editors. Mr. Deming was recognized for his work representing Microsoft Corp. in major ...

September 3, 2013

SAN FRANCISCO, September 3, 2013 — Covington & Burling is advising Microsoft Corp. in its purchase of substantially all of Nokia’s devices & services business. Under the transaction, Microsoft will also license Nokia’s patents, and license and use Nokia’s mapping services. The total transaction price is EUR 5.44 billion in cash — or more than $7 billion. The ...

September 2013, The M&A Lawyer

September 2013, Listed Private Equity Brief

August 21, 2013, Covington Advisory

July 31, 2013

WASHINGTON, DC, July 31, 2013 — Covington & Burling advised Octavian Advisors, LP, Octavian Global Partners, LLC, and their affiliates ("Octavian") on a transaction with TPG Special Situations Partners ("TSSP"). Under the terms of the transaction, affiliates of TSSP acquired a significant stake in, and took over the management of, several Octavian funds. The ...

July 29, 2013, Covington Advisory

July 24, 2013, Covington Advisory

July 22, 2013

LONDON, 22 July, 2013 — Covington & Burling acted for AIM listed stem cell therapy company, ReNeuron Group plc, on its £33 million fund raising. ReNeuron today announced that £25.35 million (before expenses) will be raised through an oversubscribed placing of new shares to fund the company’s therapeutic programmes through Phase II trials, together with a £7.8 ...

July 22, 2013, Law360

July 17, 2013, Covington Advisory

July 12, 2013

WASHINGTON, DC, July 12, 2013 — Covington & Burling has been recognized as an honoree with two American Lawyer Global Legal Awards: Global Dispute of the Year, Investment Arbitration and Global M&A Deal of the Year, Canada. Covington’s International Arbitration Group, comprised of more than 50 lawyers, handles cases under the rules of every major arbitration ...

7/11/2013

WASHINGTON, DC, July 11, 2013 — Thomson Reuters has ranked Covington & Burling among the Top 20 legal advisers worldwide in completed M&A transactions in emerging markets during the first half of 2013. Covington ranked among the top 10 for deals involving China and the Asia Pacific region, and among the top 15 for deals involving Latin America. “We have made a ...

7/10/2013

WASHINGTON, DC, July 10, 2013 — Covington & Burling advised Governance for Owners (GO) in the formation of a new, global partnership with Engaged Capital (EC) in the activist investing arena. In addition to sharing marketing efforts, EC and GO plan to collaborate to launch a global constructive activist strategy. Based in Newport Beach, Calif., EC invests in ...

July 3, 2013, Covington Advisory

6/27/2013

SAN FRANCISCO, June 27, 2013 — Covington & Burling advised Microsoft Corp. in negotiating a partnership with Oracle Corp. that will enable customers to run Oracle software on Microsoft’s private and public cloud-based platforms. The transaction involved a number of agreements documenting the licensing, product development, support and cooperation aspects of the ...

June 21, 2013

LONDON, 21 June, 2013 — Euromoney LMG awarded Covington partners Lisa Peets and Hilary Prescott the "Best in Copyright" and "Best in Investment Funds" awards at its Europe Women in Business Law Awards 2013 ceremony in London. The awards honour firms that set “the standard in terms of female-friendly work practices, and women leading the field in the legal sector ...

June 20, 2013

LONDON, 20 June, 2013 — Covington & Burling acted for Canaccord Genuity Limited (nominated adviser and joint broker) and WG Partners, a trading name of Charles Stanley & Co. Ltd (joint broker), to AIM-quoted Lombard Medical Technologies plc on its placing and subscription of ordinary shares to raise approximately £22 million before expenses. Lombard is a ...

May 31, 2013, Law360

May 31, 2013, Covington E-Alert

May 28, 2013

NEW YORK, May 28, 2013 — Omthera Pharmaceuticals and AstraZeneca announced today that the companies entered into a merger agreement under which AstraZeneca will acquire all of the outstanding stock of Omthera for an upfront payment of $12.70 in cash per share, approximately $323 million aggregate value ($260 million after subtracting cash), plus a contingent ...

5/23/2013

WASHINGTON, DC, May 23, 2013 — Covington & Burling has been named to Corporate Board Member magazine’s list of top 25 national corporate law firms. The survey, conducted by the magazine and FTI Consulting, asked directors and general counsels at publicly traded companies to identify the firms they would most likely retain for a variety of legal matters. The ...

May 16, 2013, Covington E-Alert

May 15, 2013, Webinar

5/9/2013

SAN FRANCISCO, May 9, 2013 — Covington & Burling partners Amy Toro and Sonya Winner have been named to the Daily Journal’s annual list of “Top Women Lawyers” in California. The list, which includes 75 litigators and 25 corporate practitioners, recognizes “excellent lawyering and leadership skills among women attorneys.” Ms. Toro was recognized for her work ...

May 2, 2013

LONDON, 2 May, 2013 — Silence Therapeutics Plc, a leader in the discovery, development and delivery of novel RNA interference therapeutics for the treatment of serious diseases, has successfully raised £18.7 million of new funds. Covington & Burling advised Silence Therapeutics on the transaction. The Company expects to use the net proceeds of the placing of ...

May 1, 2013

NEW YORK, May 1, 2013 — Covington & Burling advised MyPublisher, Inc., in its merger with Shutterfly, Inc., the leading digital retailer of personalized photo products. MyPublisher is one of the pioneers of high quality printed photo albums. The acquisition will combine MyPublisher's photo book technology and highly specialized manufacturing capabilities with ...

May 1, 2013, Covington Advisory

4/23/2013

NEW YORK, April 23, 2013 — Covington & Burling advised Sura Asset Management S.A. and AFP Integra S.A., affiliates of the Latin American financial group Grupo de Inversiones Suramericana, in a joint acquisition with Profuturo AFP S.A., an affiliate of The Bank of Nova Scotia, of 100 percent of the shares of AFP Horizonte, S.A., the Peruvian pension fund manager, ...

4/22/2013

WASHINGTON, DC, April 22, 2013 — Covington & Burling partners Benjamin Razi and Peter Zern have been selected as “Rising Stars” by Law360. The online legal publication recognized lawyers “under the age of 40 who are already making a name for themselves in their practice areas.” In a profile, the publication noted Mr. Razi’s white collar work, as well as his ...

April 3, 2013, Covington E-Alert

April 2013, IAA Newsletter

March 27, 2013

SAN FRANCISCO, March 27, 2013 — The Recorder, a leading California legal newspaper, has named Covington & Burling partner Bruce Deming as one of its “Attorneys of the Year” for 2012. The winners were chosen based on their exceptional work handling “market-moving deals and industry shaping litigation” as well as achieving “precedent-setting outcomes” and ...

March 25, 2013

LONDON, 25 March, 2013 — AstraZeneca and Moderna Therapeutics announced an agreement to develop and commercialise pioneering messenger RNA therapeutics™ for the treatment of serious cardiovascular, metabolic and renal diseases as well as cancer. Covington & Burling advised AstraZeneca on the deal, working alongside AstraZeneca’s in-house legal team. Under the ...

March 14, 2013

WASHINGTON, DC, March 14, 2013 — Congressman Howard Berman, a widely respected leader in the U.S. Congress, is joining Covington & Burling’s global public policy and government affairs practice. The addition of Rep. Berman, the former chairman of the House Foreign Affairs Committee, comes a week after Sen. Jon Kyl joined Covington’s public policy and government ...

3/11/2013, Bloomberg BNA Securities Regulation & Law Report

March 6, 2013

WASHINGTON, DC, March 6, 2013 — Senator Jon Kyl, who recently left Congress as the second-highest ranking Republican in the U.S. Senate, is joining Covington & Burling’s global public policy and government affairs practice. “Senator Kyl’s deep knowledge and extraordinary legislative skills from his years as a senior leader in Congress make him ideally suited to ...

March 4, 2013, Covington E-Alert

February 26, 2013

WASHINGTON, DC, February 26, 2013 — The BTI Consulting Group has named Covington & Burling partners David Martin and Henriette Tielemans to its 2013 “Client Service All-Stars” list. The BTI “Client Service All-Stars” were singled out by general counsel and direct reports at large and Fortune 1000 organizations in one-on-one interviews. Mr. Martin, based in ...

February 26, 2013

LONDON, 26 February, 2013 — Covington & Burling advised The Hut Group Limited, one of Europe’s fastest growing online retailers and brand owners, on an equity fundraising in line with its category expansion strategy. The London-based Covington team was led by corporate partners Natalie Walter and Kristian Wiggert, with assistance from corporate associates Karen ...

February 15, 2013, Covington Advisory

February 13, 2013, Covington E-Alert

February 12, 2013, Covington E-Alert

February 4, 2013, Webinar

February 2013, Insights

January 29, 2013, Covington Advisory

January 22, 2013

NEW YORK, January 22, 2013 — William L. Sturman has joined Covington & Burling’s corporate practice as a partner, strengthening the firm’s private equity fund formation capabilities. He will be resident in Covington’s New York office. Mr. Sturman counsels private equity fund sponsors and investors on a wide range of fund formation and regulatory issues. He has ...

January 22, 2013, Covington Advisory

January 18, 2013, Covington Advisory

January 8, 2013, Covington Advisory

January 7, 2013

NEW YORK, January 7, 2013 — Covington & Burling advised Illumina, Inc. on its announced acquisition of Verinata Health, Inc. for cash consideration of $350 million plus up to $100 million in milestone payments through 2015. Upon completion of the acquisition, Illumina will have access to the Verinata’s verifi® prenatal test, the broadest non-invasive prenatal ...

January 3, 2013, Covington Advisory

December 19, 2012

WASHINGTON, DC, December 19, 2012 — SandRidge Energy, Inc. today announced that it has signed a definitive agreement to sell Permian Basin properties to Sheridan Production, a private operator, for $2.6 billion in cash. Covington & Burling, along with Texas-based Locke Lord, advised SandRidge on the transaction. SandRidge will use the proceeds to reduce debt ...

December 19, 2012, Covington E-Alert

November 28, 2012

NEW YORK, November 28, 2012— Covington & Burling is advising Grupo Financiero Banorte S.A.B. de C.V., and its affiliate Afore XXI Banorte, S.A. de C.V., in a $1.6-billion acquisition of Afore Bancomer, S.A. de C.V. from the Spanish bank, Banco Bilbao Vizcaya Argentaria S.A., which would create Mexico’s largest pension fund. Afore Bancomer is Mexico’s second ...

November 12, 2012

NEW YORK, November 12, 2012 — Covington & Burling represented UBS Securities LLC, financial advisor to Leucadia National Corporation (NYSE: LUK), in its announced $3.6 billion acquisition of Jefferies Group, Inc. (NYSE: JEF). Under the terms of the agreement, Leucadia will issue to shareholders holding the 71.4 percent of outstanding common stock of Jefferies ...

11/7/2012

WASHINGTON, DC, November 7, 2012 — Covington & Burling received 97 first-tier practice rankings in the 2013 “Best Law Firms” survey by U.S. News-Best Lawyers, placing Covington among the top 10 firms nationwide. Covington was also named “Law Firm of the Year” in both FDA Law and Corporate Compliance Law. The honor is presented to one law firm in each of the ...

November 1, 2012

WASHINGTON, DC, November 1, 2012 — Covington & Burling opens its Seoul office today after securing final approval from the Korean Ministry of Justice and the Korean Bar Association. The new office will be located in the Meritz Tower, at 825-2, Yeoksamdong in the heart of Seoul’s Gangnam business district. “We are honored to be among the first U.S. law firms to ...

10/23/2012

WASHINGTON, DC, October 23, 2012 — AstraZeneca and Ironwood Pharmaceuticals, Inc. announced today an agreement to develop and market Ironwood’s linaclotide in China. Covington & Burling advised AstraZeneca on the deal. The U.S. Food and Drug Administration approved linaclotide last August, making it the first of its class of drugs approved in the United States. ...

October 22, 2012

WASHINGTON, DC, October 22, 2012 — Covington & Burling served as ERISA counsel to Verizon Communications Inc. on its transfer of $7.5 billion in pension liabilities to The Prudential Insurance Company of America. Many sponsors of defined benefit plans, especially frozen plans, are considering ways to “de-risk” by reducing or eliminating the volatility ...

10/4/2012

LONDON, October 4, 2012 — Covington & Burling advised the Giorgio Armani Group on the acquisition of its retail and wholesale business from long-term retail partner Club 21. Under the terms of the deal, announced Tuesday, Armani has taken direct control of sales for its leading brands, which include Giorgio Armani, Emporio Armani, Armani Collezioni and Armani ...

October 1, 2012

WASHINGTON, DC, October 1, 2012 — Covington & Burling is pleased to announce that it has elected 15 new lawyers to its partnership. This group is comprised of diverse and talented individuals from five offices who have made their mark at the firm through exceptional work and the highest standards of client service. “We’re delighted to welcome these 15 lawyers to ...

September 24, 2012

LONDON, 24 September, 2012 — Covington & Burling LLP acted as US counsel to Eland Oil & Gas PLC, a West Africa-focused energy firm, in connection with its initial offering on the AIM market of the London Stock Exchange PLC. The offering, which closed on September 3, raised £118 million ($189 million), making it the largest AIM flotation in more than three ...

September 24, 2012

NEW YORK, September 24, 2012 — New York Super Lawyers selected 27 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Nineteen Covington lawyers were named New York Super Lawyers: Jack Bodner, Mergers & ...

9/13/2012

SAN FRANCISCO, September 13, 2012 — Covington & Burling partner Bruce Deming has been named to the Daily Journal’s list of “Top 100 Lawyers” in California. The list recognizes “lawyers who moved the needle, had an impact on the legal industry, our state, the nation and the world,” said the publication’s editors, who considered more than 1,000 attorneys from ...

September 13, 2012

WASHINGTON, DC, September 13, 2012 — Best Lawyers in America named seven Covington & Burling lawyers today as “2013 Lawyer of the Year” in their respective practice areas and cities. The selected lawyers received strong ratings from their peers for their “abilities, professionalism and integrity,” in the publication’s annual survey. Best Lawyers recognizes only ...

September 10, 2012, Covington Advisory

September 6, 2012

LONDON, 06 September, 2012 — Covington & Burling LLP acted as legal advisers to Meda in an agreement with Jazz Pharmaceuticals to acquire a portfolio of six pharmaceutical products for women for $95 million in cash. The largest and most important product in the portfolio is Elestrin, a patented product with sales of almost 100 MSEK, that doctors prescribe for ...

September 5, 2012

WASHINGTON, DC, September 5, 2012 — Covington & Burling is pleased to announce the addition of Weishi Li as a partner to its corporate team, further bolstering the firm’s global transactional and IP capabilities in the life sciences and technology sectors. Ms. Li will be based in Shanghai when that office opens. Ms. Li’s practice covers a wide range of ...

August 29, 2012, Covington Advisory

August 27, 2012

WASHINGTON, DC, August 27, 2012 — Covington & Burling LLP lawyers received 196 individual mentions in 57 areas of law in the 2013 edition of The Best Lawyers in America. This annual compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as ...

August 14, 2012

WASHINGTON, DC, August 14, 2012 — Covington & Burling advised AstraZeneca in its agreement with Pfizer for over-the-counter rights to sell a nonprescription version of Nexium, a medication prescribed to treat the symptoms of gastroesophageal reflux disease. The agreement gives Pfizer rights to sell a 20mg nonprescription version of AstraZeneca's Nexium ...

August 14, 2012, Covington Advisory

August 7, 2012

WASHINGTON, DC, August 7, 2012 — Covington & Burling advised SandRidge Energy, Inc. on a $1.1 billion offering of two series of senior notes, marking SandRidge's largest capital markets transaction to date. The offering was comprised of $825 million of 7.5 percent senior notes due 2023 and $275 million of 7.5 percent senior notes due 2021. The proceeds of the ...

8/2/2012

SAN FRANCISCO, August 2, 2012 — Covington & Burling represented Borrego Solar Systems, Inc. in connection with its new $64.4 million project finance fund with partners U.S. Bank and National Cooperative Bank. The fund will be used to build more than 18 megawatts of solar energy systems, including systems to be located at four municipal landfill installations and ...

August 1, 2012, Covington E-Alert

August 1, 2012, Wall Street Lawyer

July 31, 2012

LONDON, 31 July, 2012 — Covington & Burling advised Cell Medica Limited on its £17 million equity investment to launch new operations in Texas focusing on cancer immunotherapy and to continue development of its immune reconstitution cell therapies in Europe. The financing includes new investment from Invesco Perpetual, Imperial Innovations, and The Cancer ...

July 30, 2012, Bloomberg BNA Securities Regulation & Law Report

July 27, 2012, Covington E-Alert

June 29, 2012

BEIJING, 29 June, 2012 — Variety magazine has named Beijing-based Covington & Burling of counsel Jason Goldberg one of “50 Game-Changing Attorneys” in its 2012 Legal Impact Report. The special feature recognizes the world’s top entertainment lawyers whose deals and court battles over the past 18 months have changed the shape of the business. In a June 25 ...

June 25, 2012, Covington Advisory

June 22, 2012

NEW YORK, June 22, 2012 — Covington & Burling advised Ascom Holding AG in its acquisition of GE Healthcare’s nurse call medical device business. The acquisition gives Ascom access to the North American nurse call market and creates opportunities to combine GE Nurse Call systems with Ascom’s existing mobility offering. With this acquisition, Ascom further ...

June 13, 2012

NEW YORK, June 13, 2012 — Covington & Burling is strengthening its transactional capabilities in Latin America with the addition of Gabriel Mesa, a senior corporate lawyer with in-depth experience in the region. Mr. Mesa joins the firm’s New York office as of counsel in the firm’s corporate practice where he is expected to advise corporations in joint ventures ...

June 4, 2012

NEW YORK, June 4, 2012 — Covington advised UCB S.A. in the acquisition of a majority interest in Meizler Biopharma, S.A., a Brazilian pharmaceutical company that commercializes a portfolio of in-licensed specialty products. The transaction agreements foresee performance related milestone payments in the coming years as well as an option to purchase the ...

June 4, 2012

NEW YORK, June 4, 2012 — Covington advised SandRidge Energy, Inc. on the sale of its non-core tertiary recovery business for $130 million to Morgan Stanley Global Private Equity portfolio company Trinity CO2 Investments. The divested properties are located in West Texas and currently produce approximately 1,100 barrels of oil per day. SandRidge Energy is an oil ...

May-June 2012, Deal Lawyers

May 30, 2012, Covington E-Alert

May 29, 2012

LONDON, 29 May, 2012 — Covington & Burling LLP is pleased to announce Louise Nash as the new London office managing partner. She succeeds Roger Enock, who steps down after five years in the role. The firm also announced that Christopher Walter will succeed Ms. Nash as the office deputy managing partner. Mr. Enock will continue as head of the firm’s London ...

May 24, 2012

LONDON, 24 May, 2012 — Covington & Burling advised SeaChange International, Inc., on the sale of its UK-based media services company, On Demand Group Limited, to Avail-TVN, a company backed by Carlyle Group. The sale is part of SeaChange’s strategy to transform the company into a pure-play software company. SeaChange is a leading global multi-screen video ...

May 16, 2012

WASHINGTON, DC, May 16, 2012 — Covington & Burling has been named to Corporate Board Member magazine’s list of the top 25 national corporate law firms in 2012 based on a comprehensive survey of general counsel at publicly traded companies. The survey, conducted by the magazine and FTI Consulting, asked general counsels to identify the firms they would most ...

May 6, 2012, Covington Advisory

May 2, 2012

SAN FRANCISCO, May 2, 2012 — Covington & Burling LLP advised the University of California, Santa Cruz on the creation of a national, federally-financed bioinformatics database. The database will serve as a secure repository for storing, cataloging, and accessing cancer genome sequences, alignments, and mutation information from leading cancer-related projects ...

May 2012, World Securities Law Report

April 30, 2012

NEW YORK, April 30, 2012 — Covington & Burling LLP is pleased to announce that capital markets lawyers Don Murray and Eric Blanchard will join the firm’s corporate practice as partners effective May 1st. They will be resident in the firm’s New York office. Mr. Murray and Mr. Blanchard represent underwriters and issuers in initial public offerings and other ...

April 25, 2012

LONDON, 25 April, 2012 — Covington & Burling advised Giorgio Armani in a deal to terminate its existing joint venture and store lease arrangement in India with DLF Retail Brands. As a result of the termination, Armani will enter into a new franchise arrangement with Genesis Luxury Fashion Pvt. Ltd. Under the terms of the agreement, all assets of DLF Retail ...

April 24, 2012

WASHINGTON, DC, April 24, 2012 — SandRidge Mississippian Trust II announced today the closing of its initial public offering of 29.9 million common units, including 3.9 million common units sold pursuant to the exercise of the underwriters’ over-allotment option, representing a 60 percent beneficial interest in the Trust. SandRidge Energy, Inc., as sponsor of ...

April 23, 2012

SAN FRANCISCO, April 23, 2012 — Covington & Burling advised Microsoft Corp. in negotiating a definitive agreement with Facebook that assigns the social networking company the right to purchase a portion of a patent portfolio that Microsoft recently purchased from AOL Inc. Under the agreement, announced today, Facebook will pay $550 million in cash. Covington ...

April 23, 2012

WASHINGTON, DC, April 23, 2012 — Covington & Burling represented AstraZeneca in its $1.26 billion acquisition of Ardea Biosciences. Under the agreement, AstraZeneca will pay $32 per share for all of the outstanding shares of Ardea. AstraZeneca is a global, innovation-driven biopharmaceutical business with a primary focus on the discovery, development and ...

4/23/2012

NEW YORK, April 23, 2012 — Covington & Burling represented Thomson Reuters in a definitive agreement to sell its Healthcare business to an affiliate of Veritas Capital for $1.25 billion in cash. The sale, expected to close in the next few months, is subject to regulatory approval and customary closing conditions, including the expiration or termination of ...

April 20, 2012, Covington Advisory

April 16, 2012

WASHINGTON, DC, April 16, 2012 — Covington & Burling is pleased to announce the promotion of one lawyer to of counsel and five lawyers to special counsel, effective April 1, 2012. Wendy Feng (San Francisco), the new of counsel, represents policyholders in insurance coverage cases in state and federal courts. She provides strategic claims-related advice and has ...

April 13, 2012

SAN FRANCISCO, April 13 , 2012 — The Recorder has named Ingrid Rechtin to its list of “50 Lawyers on the Fast Track.” The publication’s editors chose the winners after reviewing materials on more than 300 nominees, all California lawyers in their first 10 years out of law school. “We judged the nominees as leaders, lawyers and community members: Making the ...

April 13, 2012

WASHINGTON, DC, April 13, 2012 — Covington & Burling advised Tom Benson, the longtime owner of the New Orleans Saints, in his purchase of the New Orleans Hornets for an undisclosed sum. The purchase and related agreements were finalized this week. Closing is expected before the end of June. “I am very grateful to Bruce Wilson and the Covington team,” Mr. ...

April 6, 2012

LONDON, 6 April, 2012 — Covington & Burling advised ReNeuron Group plc, an AIM-listed clinical stage stem cell business, in connection with a firm placing and open offer to existing shareholders to raise up to £9.4 million before expenses. In addition, investors in the firm placing are being issued warrants to subscribe for ordinary shares, which could raise up ...

April 2, 2012, Covington Advisory

April 2012, Investment Advisor Association Newsletter

March 19, 2012

LONDON, 19 March, 2012 — Covington & Burling LLP received 46 individual mentions and 20 practice mentions in the Chambers Global 2012 edition. The guidebook, which ranks lawyers globally by pan-regional and country practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. The Covington lawyers ...

March 13, 2012

WASHINGTON, DC, March 13, 2012 — Street & Smith’s SportsBusiness Journal has named Covington & Burling LLP partner Peter Zern a recipient of its “Forty Under 40” award. The annual list honors the best and brightest executives in the sports business industry under the age of 40, and is described by the publication as the most coveted award in sports business. ...

March 12, 2012

WASHINGTON, DC, March 12, 2012 — Covington & Burling LLP has applied to open a new office in Seoul and tapped William H.Y. Park, a veteran corporate lawyer based in Korea, to help oversee the expansion. Mr. Park will work closely with former Ambassador to the United Nations Daniel Spiegel, senior of counsel at Covington, who will be the Foreign Legal Consultant ...

3/1/2012

SAN FRANCISCO, March 1, 2012 — Covington & Burling LLP represented Borrego Solar Systems, Inc. in connection with its new $47 million project finance fund with partners U.S. Bank and East West Bank. The fund will finance solar energy projects that are expected to create hundreds of new jobs and generate electricity to power nearly 2,000 homes. Borrego Solar is ...

February 23, 2012

LONDON, 23 February, 2012 — Covington & Burling LLP represented IMS Consulting Group Limited in its agreement to acquire HedgeOp Compliance, LLC. HedgeOp is the leading provider of specialised compliance software and consulting services for investment advisers in the United States. IMS is a leading European governance, risk and compliance services group. The ...

February 2, 2012

NEW YORK, February 2, 2012 — Covington & Burling represented Moelis & Company, financial advisor to Amgen, in its cash acquisition of Micromet, Inc. in a deal valued at approximately $1.16 billion. The acquisition, reported on Jan. 26, includes blinatumomab, a Bispecific T cell Engager antibody in Phase 2 clinical development for acute lymphoblastic leukemia. ...

February 1, 2012

New York, February 1, 2012 — Covington & Burling advised SandRidge Energy, Inc. on its announced acquisition of Dynamic Offshore Resources, LLC for $1.275 billion in cash and stock. Under the agreement, SandRidge will pay about $680 million in cash and approximately 74 million shares of SandRidge common stock valued at $8.02 per share. Covington also advised ...

January 24, 2012

WASHINGTON, DC, January 24, 2012 — Covington & Burling LLP represented ChemGen Corp. in its definitive merger agreement with Eli Lilly and Company. Upon closing of the transaction, ChemGen will become a wholly-owned subsidiary of Eli Lilly and an operating unit of Elanco, the animal health division of Eli Lilly. ChemGen, headquartered in Gaithersburg, ...

January 13, 2012, Covington Advisory

January 9, 2012, Covington E-Alert

January 4, 2012

NEW YORK, January 4, 2012 — Covington & Burling advised Resource America, Inc. in its definitive agreement with CVC Capital Partners to create a global credit management business with over $7.5 billion in assets under management called CVC Credit Partners. As part of the transaction, Resource America plans to sell Apidos Capital management, its CLO manager, to ...

January 3, 2012, Covington E-Alert

2012, The International Comparative Legal Guide to Mergers & Acquisitions

December 15, 2011

WASHINGTON, DC, December 15, 2011 — Covington advised the National Football League in negotiating nine-year extensions of its Sunday broadcast television packages with CBS, FOX and NBC networks. The NFL owners voted to approve the package of TV deals with FOX, CBS and NBC on Wednesday. The new agreements, announced yesterday, run through the 2022 season, and ...

December 7, 2011

WASHINGTON, DC, December 7, 2011 — The BIG EAST Conference announced today that it has reached an agreement for the admission of five new members. Covington & Burling represented the BIG EAST in its negotiations with each of the five schools. Under the agreements, University of Central Florida, University of Houston and Southern Methodist University will begin ...

December 2011, Insights

December 2011, Covington E-Alert

November 28, 2011

NEW YORK, November 28, 2011 — Covington & Burling represented Resource Capital Corp. (NYSE: RSO) in the restructuring of its investment in Leaf Commercial Capital, Inc. (LEAF), a commercial finance joint venture in which RSO has a substantial interest. The restructuring of RSO’s investment was undertaken in connection with a growth equity investment of $50 ...

November 14, 2011, Covington Advisory

November 10, 2011

WASHINGTON, DC, November 10, 2011 — Covington & Burling represented Salix Pharmaceuticals, Ltd. in its agreement to acquire Oceana Therapeutics, Inc., a privately held global provider of gastroenterology and urology therapeutics, for $300 million in cash. “The acquisition of Oceana expands our product portfolio of innovative products, furthers the ...

November 8, 2011

WASHINGTON, DC, November 8, 2011 — Dr. Arturo Valenzuela, a former senior State Department official who held key positions in formulating and executing U.S. foreign policy towards the Americas, is joining Covington & Burling, strengthening the firm’s ability to assist Latin American and U.S.-based corporations expand their global presence. Dr. Valenzuela joins ...

November 2, 2011

SAN FRANCISCO, November 2, 2011 — Covington & Burling LLP represented Microsoft Corporation in the sale of its minority interest in ContentGuard Holdings, Inc. to Pendrell Technologies LLC. ContentGuard, based in El Segundo, Calif., is a leading inventor, developer and licensor of digital rights management (DRM) and related content distribution patents and ...

November 1, 2011

WASHINGTON, DC, November 1, 2011 — For the second consecutive year, U.S. News-Best Lawyers awarded Covington & Burling the most first-tier practice rankings for Washington, DC in the “Best Law Firms” survey. The 2011-12 survey also awarded the firm 82 first-tier practice rankings, placing Covington among the top 20 firms nationwide. Additionally, U.S. ...

10/21/2011

LONDON, 21 October, 2011 — Covington & Burling LLP is advising Axis-Shield plc on the recommended £235 million all cash public takeover offer from Alere, Inc., a US company listed on the New York Stock Exchange. Axis-Shield is a Scottish-Norwegian company, listed on the London and Oslo Stock Exchanges, that develops and manufactures in vitro diagnostic tests for ...

October 11, 2011, Covington Advisory

October 11, 2011, Covington Advisory

October 2011, Insights

September 27, 2011, Covington E-Alert

9/23/2011

LONDON, 23 September, 2011 — Covington & Burling LLP advised its long-standing client Indian Energy Limited, an independent power producer operating wind farms in India, on a recommended all-share takeover by Infrastructure India plc. The takeover was implemented by way of a scheme of arrangement approved by the Guernsey courts and valued Indian Energy at ...

September 9, 2011

WASHINGTON, DC, September 9, 2011 — The National Football League has announced that it has entered into a new eight-year agreement with ESPN providing for Monday Night Football, the most successful series in sports media history, to remain on ESPN through the 2021 NFL season. The broad multiplatform agreement, which begins in 2014, includes eight full seasons of ...

September 7, 2011

WASHINGTON, DC, September 7, 2011 — Covington & Burling LLP lawyers received 184 individual mentions in 56 areas of law in the 2012 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: ...

September 7, 2011, Covington E-Alert

September 2, 2011

SAN FRANCISCO, September 2, 2011 — Covington & Burling LLP represented Microsoft Corp. in a patent monetization transaction involving the acquisition by MOSAID Technologies Incorporated of Core Wireless Licensing S.a.r.l., a Luxembourg company that holds a portfolio of 400 patent families, consisting of approximately 2,000 wireless patents and patent ...

August 31, 2011

NEW YORK, August 31, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has entered into a definitive agreement to sell the drilling products business of its recently acquired LeTourneau Technologies, Inc. to Cameron International Corporation (NYSE: CAM) for $375 million in cash, subject to ...

August 23, 2011, The Harvard Law School Forum on Corporate Governance and Financial Regulation

August 22, 2011

WASHINGTON, DC, August 22, 2011 — Zuffa LLC, parent company of the Ultimate Fighting Championship, and Fox have agreed to a seven-year broadcast deal that will distribute live and taped mixed martial arts programming across the broadcast network's multiple television platforms beginning in January 2012. Covington & Burling LLP advised UFC on the transaction. The ...

August 16, 2011

WASHINGTON, DC, August 16, 2011 — SandRidge Permian Trust recently announced the closing of its initial public offering of 34.5 million common units of beneficial interest at a price of $18 per unit.  Net proceeds of the offering, before expenses, were approximately $584 million.  The common units sold in the offering represent a 66 percent beneficial interest ...

August 15, 2011

WASHINGTON, DC, August 15, 2011 — Covington & Burling LLP is pleased to announce that partner Michael St. Patrick Baxter has been appointed to the Council of the American Bar Association’s Business Law Section. “I am honored by this appointment and by the trust and confidence placed in me by the Section leadership,” Mr. Baxter said. “I look forward to ...

July 22, 2011

NEW YORK, July 22, 2011 — Bristol-Myers Squibb Company and Amira Pharmaceuticals, Inc., have reported that the companies have signed a definitive agreement under which Bristol-Myers Squibb will acquire privately held Amira Pharmaceuticals. Covington & Burling LLP represented Bristol-Myers Squibb in the transaction. Under the terms of the agreement, ...

July 15, 2011

WASHINGTON, DC, July 15, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported yesterday that it has signed a definitive agreement to acquire approximately 41 percent of the outstanding common stock of International Mining Machinery Holdings Ltd. (IMM), a Hong Kong listed designer and manufacturer of ...

July 7, 2011, Covington Advisory

July 5, 2011

NEW YORK, July 5, 2011 — Covington & Burling LLP represented Microsoft Corp. in the $4.5 billion winning bid in the auction of Nortel Networks Corporation’s 6000 patents and patent applications. A consortium of Microsoft and several other technology companies will share Nortel’s 4G wireless, data networking, optical, voice, Internet, service provider, ...

July 5, 2011, Covington E-Alert

June 29, 2011

WASHINGTON, DC, June 29, 2011 — Covington & Burling LLP represented National Geographic Society in its agreement with Cengage Learning to sell its digital and print school publishing unit and to extend additional rights to use the National Geographic brand in higher education and library markets worldwide. National Geographic’s school publishing unit includes ...

June 20, 2011

NEW YORK, June 20, 2011 — Covington & Burling LLP represented Morgan Stanley, financial advisor to Atlantic Power Corporation, in its acquisition of Capital Power Income L.P. in a deal valued at approximately C$1.1 billion. The transaction will create a leading North American contracted power generation platform with over 2,100 megawatts of capacity. Under the ...

June 10, 2011

WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 123 individual mentions and 45 practice mentions in Chambers USA 2011. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...

June 8, 2011

SAN FRANCISCO, June 8, 2011 — Prosper.com, a social lending marketplace that brings together creditworthy borrowers with individual and institutional investors, has raised over $17 million in funding from new investors, Draper Fisher Jurvetson and Crosslink Capital. Covington & Burling LLP advised Prosper on the transaction. Existing investors, Accel Partners, ...

5/16/2011

WASHINGTON, DC, May 16, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has signed a definitive agreement to acquire 100 percent ownership interest in LeTourneau Technologies, Inc. (“LeTourneau”) from Rowan Companies, Inc. (“Rowan”) (NYSE: RDC) for $1.1 billion in cash. LeTourneau designs, ...

5/10/2011

NEW YORK, May 10, 2011 — CKx, Inc., an owner of premium entertainment content, today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Apollo Global Management, a leading global alternative asset manager. Covington & Burling LLP advised Gleacher & Company, Inc., financial advisor to CKx, on the transaction. Under ...

5/10/2011

WASHINGTON, DC, May 10, 2011 — For the sixth consecutive year, Covington & Burling LLP has been named to Corporate Board Member’s list of America’s Best Corporate Law Firms. The list of 25 firms is based on a comprehensive survey of directors of publicly traded companies by Corporate Board Member magazine and FTI Consulting. Covington was also again named to the ...

May 2, 2011

NEW YORK, May 2, 2011 — Covington & Burling LLP represented UBS Securities LLC, financial adviser to International Coal Group, Inc., in its $3.4 billion sale to Arch Coal, Inc., creating the second largest U.S. metallurgical coal supplier and a top-five overall global coal producer and marketer. Under the terms of the agreement, Arch will acquire all of the ...

April 21, 2011

NEW YORK, April 21, 2011 — The Goodyear Tire & Rubber Company has announced that it has amended and restated its European revolving credit facility and closed an offering of €250 million of 6 3/4 percent Senior Notes due 2019 by its European subsidiary, Goodyear Dunlop Tires Europe B.V. Changes to the European credit facility include the extension of the ...

April 15, 2011, Covington E-Alert

April 13, 2011

WASHINGTON, DC, April 13, 2011 — SandRidge Mississippian Trust I has announced the closing of its public offering of 17.25 million common units of beneficial interest, at a price per unit of $21.00. The 17.25 million units represent an approximately 62 percent beneficial interest in the Trust.  Covington & Burling LLP served as counsel to SandRidge Energy, Inc. ...

April 6, 2011

NEW YORK, April 6, 2011 — Covington & Burling LLP represented The Goodyear Tire & Rubber Company in its $500 million registered underwritten offering of 5.875 percent Mandatory Convertible Preferred Stock, which closed on March 31, 2011. Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citi and Credit Agricole Securities (USA) Inc. served as joint book-running ...

April 1, 2011, Corporate Accountability Report

March 7, 2011

NEW YORK, March 7, 2011 — Covington & Burling LLP represented BofA Merrill Lynch, financial adviser to TomoTherapy Incorporated, in its sale to Accuray Incorporated for $277 million. Under terms of the agreement, TomoTherapy will be sold to Accuray for $4.80 per share in cash and Accuray stock. TomoTherapy is a creator of advanced radiation therapy solutions ...

March 3, 2011

NEW YORK, March 3, 2011 — Resource Capital Corporation (RSO) has announced that it has completed its purchase of 100 percent of the ownership interests in Churchill Pacific Asset Management LLC (CPAM) from Churchill Financial Holdings LLC. CPAM is the collateral manager to five Collateralized Loan Obligations (CLOs) totaling approximately $1.9 billion in assets. ...

February 22, 2011

NEW YORK, February 22, 2011 — Forest Laboratories, Inc. (NYSE: FRX) and Clinical Data, Inc. (NASDAQ: CLDA) announced today that they have entered into a merger agreement pursuant to which Forest will acquire Clinical Data, a specialty pharmaceutical company focused on the development of first-in-class and best-in-category therapeutics. Covington & Burling LLP ...

February 15, 2011

NEW YORK, February 15, 2011 — Covington & Burling LLP represented Perella Weinberg Partners, as financial advisor to NYSE Euronext, in its merger with Deutsche Börse AG announced today, forming the premier global exchange group. Under the terms of the agreement, NYSE shareholders will own 40 percent of the newly merged company, and Deutsche Börse shareholders ...

February 15, 2011

WASHINGTON, DC, February 15, 2011 — For the seventh time, Practical Law Company has awarded Covington & Burling LLP its worldwide first place ranking in the Life Sciences Regulatory Super League category. PLC also singled out Covington’s Antitrust/Competition, Corporate, and Insurance practices, along with lawyers from each group, in its practice-specific ...

January/February 2011, The Corporate Governance Advisor

January 31, 2011, Covington E-Alert

January 26, 2011, Covington Advisory

January 24, 2011

WASHINGTON, DC, January 24, 2011 — The University of Texas at Austin, ESPN and UT Athletics' multimedia rights partner IMG College have announced a 20-year agreement to create what soon will be the nation's largest 24-hour television network dedicated to covering a university's intercollegiate athletics, music, cultural arts and academic programs. Covington ...

January 11, 2011

NEW YORK, January 11, 2011 — Scout Partners LLC has announced that it has made a growth capital investment in The Hinckley Company. Terms of the transaction, which closed on December 30, 2010, were not disclosed. Covington & Burling LLP advised Scout Partners on the deal. Scout Partners, a partnership between David Howe and Peterson Capital LLC, was created ...

1/6/2011

NEW YORK, January 6, 2011 — Charlesbank Capital Partners has announced that it has acquired Peacock Engineering Company, LLC, a leading provider of outsourced food packaging and supply chain management services to many of the nation’s largest branded consumer products companies, from Behrman Capital. The terms of the transaction, which closed on December 21, ...

December 7, 2010

WASHINGTON, DC, December 7, 2010 — Covington & Burling LLP is pleased to announce that Edward Yingling, President and CEO of the American Bankers Association (ABA), will be joining the firm as a partner. His practice will focus on advising financial institutions on regulatory, transactional, enforcement, and legislative matters, with particular emphasis on ...

December 2010, first published in Westlaw Business Currents

November 23, 2010

NEW YORK, November 23, 2010 — J.Crew Group, Inc. today announced that it has entered into a definitive agreement to be acquired by funds affiliated with TPG Capital and Leonard Green & Partners, L.P. Under the terms of the agreement, holders of the outstanding common shares of J.Crew will receive $43.50 per share in cash, or a total of approximately $3 billion. ...

November 10, 2010

WASHINGTON, DC, November 10, 2010 — SandRidge Energy, Inc. has announced a private offering, which closed today, of 2.5 million shares of its 7.0% convertible perpetual preferred stock for net proceeds of approximately $242 million. The company has also granted an option to the initial purchasers to purchase an additional 500,000 shares, or $50 million, of the ...

November 9, 2010

NEW YORK, November 9, 2010 — Atlas Pipeline Holdings L.P. and Atlas Energy, Inc. announced today that they have entered into an agreement for Atlas Holdings to acquire from its parent, Atlas Energy, all of Atlas Energy’s partnership management business and certain producing oil & gas assets for total consideration of $250 million, consisting of $220 million in ...

November 8, 2010, Covington Advisory

October 25, 2010

NEW YORK, October 25, 2010 — Kadmon Pharmaceuticals announced today that it has acquired Three Rivers Pharmaceuticals, a privately held specialty pharmaceuticals company based in Warrendale, Pennsylvania. Three Rivers will serve as the commercial and operational cornerstone for Kadmon, a privately held biopharmaceutical company based in New York City. Terms of ...

October 25, 2010

SAN FRANCISCO, October 25, 2010 — Omeros Corporation today announced that it has received $20 million from Vulcan Capital as well as a grant award for $5 million from Washington State's Life Sciences Discovery Fund (LSDF) to support the advancement of the Company's G protein-coupled receptor (GPCR) program. In return, Vulcan Capital and LSDF have a right to ...

October 20, 2010, Covington Advisory

October 15, 2010, Covington E-Alert

October 12, 2010

NEW YORK, October 12, 2010 — King Pharmaceuticals and Pfizer announced today that they have entered into an agreement for Pfizer to acquire all of the outstanding stock and stock equivalents of King for $14.25 in cash per share, or aggregate consideration of $3.6 billion. Covington & Burling LLP advised King on the transaction. King is a vertically integrated ...

October 8, 2010, Compliance Week News Podcast

October 7, 2010, Covington Advisory

October 1, 2010

WASHINGTON, DC, October 1, 2010 — Covington & Burling LLP today announced that six of its lawyers have been elected to the firm’s partnership. The six new partners and their practices are as follows: Tammy Albarrán (Litigation) focuses on SEC enforcement work, private securities class action litigation, derivative actions, and internal investigations. She ...

September 21, 2010

NEW YORK, September 21, 2010 — Prestige Brands Holdings, Inc. has announced that it has entered into a definitive agreement to acquire 100% of the stock of Blacksmith Brands Holdings, Inc., a portfolio company of Charlesbank Capital Partners, for $190 million in cash. Covington & Burling LLP advised Charlesbank on the transaction, which is expected to close in ...

September 17, 2010

WASHINGTON, DC, September 17, 2010 — Covington & Burling LLP received 33 first-tier practice rankings in the 2010 “Best Law Firms” survey by U.S. News Media Group and Best Lawyers. Covington’s first-tier national rankings place it among the top 10 firms nationwide and at the top of the first-tier rankings for Washington, DC. The inaugural rankings presented in ...

September 8, 2010

WASHINGTON, DC, September 8, 2010 — Covington & Burling LLP partner Peter Zern has been named to Washington Business Journal’s “40 Under 40.” The list recognizes the Washington region's brightest young business leaders based on demonstrated business success. At Covington, Mr. Zern advises many of the firm’s sports clients on media transactions, finance, and ...

August 25, 2010, Covington Advisory

August 17, 2010

NEW YORK, August 17, 2010 — Pactiv Corporation, a leader in the consumer and foodservice packaging markets, today announced an agreement to be acquired by Reynolds Group Holdings Limited, a global manufacturer and supplier of consumer food and beverage packaging and storage products, in a transaction valued at approximately $6 billion. Covington & Burling LLP ...

August 9, 2010

REDWOOD SHORES, CA, August 9, 2010 — Covington & Burling LLP is pleased to announce that three partners from its Washington, D.C. office, Kurt Calia, Emily Henn, and Emily Leonard, have relocated to the Silicon Valley office. Their move will strengthen the link to the firm’s deep regulatory roots as well as further enhance the firm’s transactional and litigation ...

August 6, 2010

WASHINGTON, DC, August 6, 2010 — Covington & Burling LLP received 138 individual mentions in 40 areas of law in the 2011 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

August 2, 2010

WASHINGTON, DC, August 2, 2010 — The Washington Post Company has today announced its agreement to sell Newsweek to a company owned by Dr. Sidney Harman, the founder and chairman emeritus of Harman International. Covington & Burling LLP advised The Washington Post Company on the transaction. The terms of the sale have not been announced. The Washington and New ...

July 29, 2010, Covington Advisory

July 22, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 16, 2010

SAN FRANCISCO, July 16, 2010 — Eighteen Covington & Burling LLP lawyers are recognized in the 2010 Northern California Super Lawyers. The annual list by Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Eleven Covington lawyers were named Northern California Super ...

July 15, 2010

WASHINGTON, DC, July 15, 2010 — Covington & Burling LLP is pleased to announce the signing of a Purchase Agreement for the sale of the Golden State Warriors, the NBA franchise based in Oakland, California, to an investor group led by Kleiner Perkins Caufield & Byers Managing Partner Joe Lacob and Mandalay Entertainment Group Chairman Peter Guber. The sale price ...

July 2, 2010, Covington E-Alert

June 24, 2010, Covington E-Alert

June 16, 2010

WASHINGTON, DC, June 16, 2010 — Covington & Burling LLP received 112 individual mentions and 44 practice mentions in Chambers USA 2010. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...

May 27, 2010, Covington E-Alert

May 26, 2010, Covington E-Alert

May 25, 2010, Covington E-Alert

May 24, 2010, Covington E-Alert

May 24, 2010, Covington E-Alert

May 21, 2010, Covington E-Alert

May 7, 2010

WASHINGTON, DC, May 7, 2010 — For the fifth consecutive year, Covington & Burling LLP has been named to Corporate Board Member’s list of America’s Best Corporate Law Firms. The list of 20 firms is based on a comprehensive survey of directors of publicly traded companies by Corporate Board Member magazine and FTI Consulting. Covington was also again named to the ...

5/6/2010

LONDON, 6 May, 2010 — Intercell AG today announced that it has signed an agreement with Cytos Biotechnology Ltd. to acquire Cytos’ platform technology for monoclonal antibody discovery. The technology is based on expression cloning of monoclonal antibodies from human B-cells and enables the identification of anti-infective antibodies to prevent and treat ...

May 4, 2010

NEW YORK, May 4, 2010 — Interactive Data Corporation (IDC), a provider of financial market data, analytics and related solutions, today announced that it has entered into a definitive agreement to be acquired by investment funds managed by Silver Lake Partners and Warburg Pincus LLC in a transaction with a total value of $3.4 billion. British publishing company ...