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- Practices and Industries
- Corporate
Covington’s corporate practice covers a broad range of transactional and advisory work on behalf of public and private companies, financial institutions, private equity and venture capital funds and sponsors, sports franchises, and corporate boards.
Ranked among the leading corporate practices by Corporate Board Member, Chambers, and Legal 500, we are also recognized for advising clients in regulated industries, including life sciences, sports, financial services, energy, defense and national security, and media and telecommunications.
With corporate lawyers in New York, Washington, London, Frankfurt, California, China, and South Korea and teams focused on Latin America, India, Japan, Africa and the Middle East, we handle domestic, cross-border, and international matters worldwide.
Altice Cross-Border Telecoms Acquisition
Represented Altice in its $9.1 billion acquisition of Suddenlink.
Eli Lilly in €2.1 billion Euronotes Offering
Represented Eli Lilly and Company in its €2.1 billion notes offering consisting of €600 million 1.000% Notes Due 2022, €750 million 1.625% Notes Due 2026, €750 million 2.125% Notes Due 2030.
American Airlines in Technology Services Agreements
Represented American Airlines in a software development and outsourced technology services agreement with HP for a next generation reservation, inventory, and availability system.
Bankwell Financial IPO
Represented Sandler O'Neill & Partners and Keefe Bruyette & Woods, as underwriters, in the $48.6 million initial public offering by Bankwell Financial Group on Nasdaq.
Acquisition of U.S. Telecommunications Company
Advise European telecommunications company regarding acquisition of US telecommunications company.
Pepco Holding's Conectiv Energy Sale
Represent Pepco Holdings, Inc. on the negotiation and sale of its 3800 MW Conectiv Energy wholesale power generation business to Calpine Corporation, including securing the necessary FERC approval under the Federal Power Act.
Pepco Holdings in its $6.83 billion sale
Advised Pepco Holdings in its $6.83 billion sale to Exelon Corp.
Pepco Holdings, Inc. in its $1.7 billion sale
Represented Pepco Holdings, Inc. in its sale to Calpine Corporation of its Conectiv Energy segment for approximately $1.7 billion. This transaction included the sale of 19 power generation plants in five states. In the approximately 10 weeks between contract and closing, we addressed and resolved over 200 significant title defects that required everything from bringing a quiet title action to negotiating multiple third-party easements and options, to obtaining mortgage indenture releases. Construction activities were ongoing at most of the plants, including Conectiv’s new 565MW plant in Delta, Pa., which was not yet operational. This required resolution of challenging transfer issues including mechanics lien title coverage under the varying lien laws of multiple jurisdictions.
Persuaded IRS Appeals to Reverse Proposed Adjustments of More Than $250 million
On behalf of a national healthcare company, persuaded IRS Appeals Division to reverse, in their entirety, over $275 million of proposed adjustments related to the company’s income accruals. Following resolution, IRS Examination Division agreed to no longer raise the issue and to skip auditing the taxpayer for at least a year.
Persuaded the IRS Examination Division to Close Out Transfer Pricing Audit With No Adjustment
Persuaded the IRS Examination Division to close out with no transfer pricing adjustment an audit involving a novel transfer pricing methodology and intercompany transactions in excess of $1.5 billion and to skip auditing the company for the next two years. The issues under audit were considered by a senior team of three government economists and nearly a dozen agents.
Peruvian Pension Fund Acquisition
Represented Grupo Suramericana de Inversiones, through its subsidiary AFP Integra, together with Profuturo AFP S.A., the Peruvian pension fund manager of Scotiabank, in their $516 million acquisition of AFP Horizonte, the Peruvian pension fund manager, from Banco Bilbao Vizcaya Argentaria.
Tax Court Victory re: Expense Deduction Matter on Behalf of National Sports Team
Successfully litigated a matter before the Tax Court involving the taxable nature and deductibility of meal expenses on behalf of the Boston Bruins. The decision has implications for most national sports teams as well as other employers who provide meals to employees as a de minimis fringe benefit. Jacobs v. Commissioner, Tax Court Docket No. 019009-15.
Acquisitions and Sales of Pharmaceutical Manufacturing Facilities
Advise multiple pharmaceutical manufacturers and developers regarding acquisitions and sales of manufacturing facilities.
Advice to U.S.-based fundraising arm
Advised a prominent economic institute with respect to possible structures for a U.S.-based fundraising arm to raise support for a proposed global institute for governance.
Advise a U.S. foundation
Advised a U.S. foundation that will promote traveling art tours through South America.
Advise on a joint venture between U.S. educational organization and a for-profit telecommunications giant
Advised on a joint venture between a U.S. educational organization and a for-profit telecommunications giant to produce a new cable television station dedicated to educational programming for children.
Advise Software Company in Leveraged Buyout Transaction
Representation of Fairfield Language Learning, the developer of Rosetta Stone software, in a leveraged buyout transaction by ABS Capital and Norwest Equity Partners.
Advised a number of large employers on fiduciary governance for their benefit plans
We have helped a number of employers restructure the committees that oversee their benefit plans, to streamline process, ensure compliance, and reduce risk. In addition to governance generally, we have helped plan fiduciaries manage company stock funds in their 401(k) plans, manage fees, and improve communications with plan participants and regulators.
Advised employers on compliance with Affordable Care Act
We have advised a number of employers on a range of complex issues related to the Affordable Care Act, including “shared responsibility” obligations, new mandates, and the upcoming excise tax on “Cadillac” plans.
Advised large employers on restructuring of retiree medical benefits
We recently helped a number of companies restructure their retiree medical benefit programs to reduce costs and volatility. We are also advising employers on related litigation.
Advised multi-national companies on compensation and benefits issues around the world
We have advised a number of multi-national employers on compensation and benefits issues around the world, ranging from global equity plans to pension issues in India and severance in Brazil.
Advised on Complex Bond Exchange
Provided tax and commercial advice relating to the structuring and execution of a complex bond exchange in connection with the wind-down of a business to optimize tier 1 capital. Provided follow-on advice relating to potential audit and transactions to maximize regulatory benefit of deferred tax assets.
Advised on groundbreaking “pension derisking” transactions involving billions of dollars, including the following:
- Represented 21st Century Fox on a spinoff and termination of its pension plan, including the accompanying group annuity purchase.
- Represented Verizon Communications on its pension plan’s $7.5 billion annuity purchase (one of the largest pension annuitization transactions in U.S. history), and successfully defended Verizon against an attempt by retirees to block the transaction in court.
- Represented Fiduciary Counselors on two pension derisking transactions, each involving a transfer of over $500 million in liabilities to insurance companies.
Advised on the Restructuring of a Foreign Currency Hedging Program
Provided tax and commercial advice on the restructuring of a foreign currency hedging program to optimize the ability of client to utilize economic losses efficiently. Provide follow-on advice to prepare for potential audit and transactions to maximize regulatory benefit of deferred tax assets.
Advising an employee benefit investment manager
Advising an employee benefit investment manager and mutual fund advisor with more than $115 billion of assets under management on a wide range of fiduciary, prohibited transaction, disclosure, and investment issues in connection with its discretionary asset management services.
Advised one of the Largest Mutual Fund Families in the U.S.
Advised one of the largest mutual fund families in the U.S. on financial products issues affecting their funds and investors in their funds. In the past year we have advised on numerous specific products in which the funds have invested and on structuring issues related to a new type of actively managed exchange-traded fund.
Advising Charlesbank Capital Partners on more than $2 billion in investments and investment capital
Advising Charlesbank Capital Partners, a private equity fund management group, with over $2 billion in investments and investment capital, in all aspects of the management equity and employment arrangements for their portfolio companies.
Advising plan sponsors and fiduciaries on potential tax and fiduciary issues
Advising plan sponsors and fiduciaries on potential tax and fiduciary issues raised by premium stabilization reserves, retired lives reserves, and other reserves held under group insurance policies issued to employee welfare benefit plans.
Advising several of the largest in-house investment managers
Advising several of the largest in-house investment managers, with combined assets under management exceeding $150 billion, on fiduciary and prohibited transaction issues, including compliance with the INHAM class exemption and related audit requirements.
Lyondell Chemical Company
Represent officers and directors of and shareholders in this Chapter 11 debtor in connection with adversary proceedings in which plaintiffs assert fraudulent conveyance, breach of fiduciary duty, illegal dividend, and other claims. We also represented Lyondell in connection with insurance coverage disputes.
Media Rights Agreements
Represented the PGA of America, the USTA, the U.S. Olympic Committee, the American Athletic Conference, the A-10 Conference, the Chicago Cubs, and the LA Clippers (among others) in connection with the negotiation of their media rights agreements.
MedImmune in Series A Funding of Clinical-Stage Pharmaceutical Company
Advised MedImmune Ventures as lead investor in the Series A Preferred Stock financing of G1 Therapeutics. G1 Therapeutics uses small molecule therapies that act by a novel mechanism to potentially prevent the hematological side effects of exposure to ionizing radiation and cancer chemotherapy, as well as other possible uses.
MF Global
Represented Chapter 11 trustee and represent Plan Administrator in insurance coverage matters.
Microsoft Acquisition of AOL Patents
Represented Microsoft in the $1.1 billion acquisition of 800 patents from AOL, and its $550 million sale to Facebook of the right to acquire a portion of the AOL portfolio.
Leading Secondary Market Practice
Representation of leading secondary market participants for the last ten years in transactions totaling in excess of $10 billion.
Microsoft Acquisition of Nortel Patents
Represented Microsoft in the $4.5 billion winning bid in the auction of Nortel Networks Corporation’s 6000 patents and patent applications.
Microsoft in $7 Billion Acquisition of Devices and Services Business
Represented Microsoft, as IP, commercial, and regulatory counsel, in its $7 billion purchase of substantially all of Nokia’s devices & services business.
Liquidity Alternative for Auction Rate Securities
Represented a major U.S. investment bank in developing and structuring a liquidity alternative for auction rate securities investors.
Microsoft Software Publisher Agreements
Represented Microsoft on terms of use and third-party software publisher agreements for its Azure and Office 360 cloud service platforms.
Microsoft's acquisitions of Nokia and Skype
Advised Microsoft in relation to the data protection aspects of the purchases of Nokia’s device and services business and Skype.
Microsoft’s EUR 5.44 Billion Nokia Transaction
Representation of Microsoft Corp. in its purchase of substantially all of Nokia’s devices & services business and licensing of Nokia’s patents. Covington advised on IP, commercial and regulatory matters on the transaction.
Mississippi Phosphate Company
Represent Office Cherifien Des Phosphates as member of creditors committee in this Chapter 11 case.
MidFirst Bank Acquisitions
Represented MidFirst Bank in its acquisition of Steele Street Bank and Trust from Steele Street Bank Corporation and in its acquisition of Presidential Financial Corporation.
Molycorp Inc.
Represent Wilmington Trust Co., as administrative agent and collateral agent for debtor in possession financing in this Chapter 11 case.
Money Centers of America, Inc.
Represent the Chapter 11 trustee for this financial services company and its wholly-owned subsidiary, Check Holdings LLC in these Chapter 11 cases and related adversary proceedings.
Multi-Faceted Global Distribution Arrangement in the Middle East
Represented Etihad Airways, the national carrier of the United Arab Emirates, on a multi-faceted technology and distribution deal with Sabre valued at over a $1 billion.
National Commerce Corporation IPO
Represented Keefe, Bruyette & Woods, as underwriters, in the $38.12 million initial public offering by National Commerce Corporation on Nasdaq.
New York State Common Retirement Fund v. Qualcomm, (Del. Ch. Ct. 2013)
Represented Qualcomm in the first lawsuit ever brought under Delaware corporate law to attempt to compel disclosure of corporate political expenditures. We negotiated a rapid resolution and the Common Retirement Fund withdrew its lawsuit.
Newmont Mining and Sumitomo in Arbitration
Representation of a joint venture of Newmont Mining and Sumitomo in an arbitration under UNCITRAL Rules relating to the Indonesian government’s efforts to terminate an agreement regarding exploitation of copper and gold resources.
NFL Sale of the Buffalo Bills
Represented the NFL in the $1.4 billion sale and related $200 million financing of the Buffalo Bills franchise to Terry and Kim Pegula.
NFL Sports Data Collaboration with Sportsradar
Represented The National Football League on its next generation data collaboration with Sportsradar, a European sports data company.
NFL Sunday Ticket DirecTV Deal
Representation of the National Football League in connection with its deal to extend DirecTV's exclusive rights to carry NFL Sunday Ticket in a multi-year agreement.
Nortel Networks
Represented Microsoft as a principal member of the consortium submitting the winning bid for the worldwide licensing and patent portfolio of Nortel for $4.5 billion.
Northwestern University Royalty Monetization
Represented Northwestern University, and an inventor affiliated with Northwestern University, in a series of royalty monetizations (structured both as sales and as financings through special purpose vehicles), including Northwestern’s 2007 sale of a portion of its worldwide royalty interest in Lyrica for $700 million, the largest monetization of a royalty stream for a single pharmaceutical product.
Novel Lending Platform in First-of-its-Kind Transaction
Represent Prosper Marketplace in a variety of securities advisory and transactional matters, including in a first-of-its-kind registration of $500 million of borrower dependent notes and restructuring into a bankruptcy remote vehicle, several rounds of venture financings, as well as ongoing disclosure, SEC reporting and SEC regulatory matters.
OCP Investment in Brazil
Represented OCP in its R$145 million acquisition of an approximately 10% stake in Fertilizantes Heringer S.A.
Obtaining Relief from Dodd-Frank Derivatives Requirements
We represented a coalition of Foreign Exchange Intermediaries in obtaining and implementing CFTC relief under Dodd-Frank provisions relating to derivatives, permitting continuation of their business operations.
OCP SA in Commercial, Strategy, and Prospective Investments
Advising OCP S.A. in all aspects of its commercial and strategy and its prospective investments in North Africa, Latin America, Europe, U.S. and Turkey by means of joint ventures, equity and mergers and acquisitions.
Octavian Advisors in Sale of Fund Stakes
Represented Octavian Advisors, Octavian Global Partners, and its affiliates in the sale of a significant stake in several of its funds to TPS Special Situations Partners.
Octavian Global Partners Fund Reorganization
Representation of the investment manager and general partner of Octavian Special Master Fund, L.P., and its onshore and offshore feeder funds in connection with a complex reorganization, including: an investment in the funds by a TPG affiliate; a concurrent offer to existing fund investors to have their interests in the funds repurchased; and the takeover by TPG affiliates of the investment management and general partner responsibilities for such funds.
Allergy Therapeutics on Alerpharma Acquisition and £20 Million Placing
Representation of Allergy Therapeutics plc, the AIM-listed specialty pharmaceutical company, in its acquisition of Alerpharma, S.A. a Spanish-based allergy immunotherapy company which previously spun out from Spanish biopharmaceutical company, Zeltia S.A. Covington also advised Allergy Therapeutics on its recent £20.8 million placing of ordinary shares with institutional investors. The proceeds of the placing are being used to progress the clinical development of the company’s lead product, Pollinex Quattro Grass, through to FDA approval and planned launch in the United States in 2019.
Antitrust Aspects of XTO Energy Acquisition
ExxonMobil Corp. on antitrust aspects of its acquisition of XTO Energy, Inc.
Applied Security in a trade secret and employee agreement contract dispute
Representation of Applied Security in Fairfax County Circuit Court in a trade secret and employee agreement contract dispute.
AstraZeneca in $1.26 Billion Acquisition of Ardea Biosciences
Representation of 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 commercialization of prescription medicines for gastrointestinal, cardiovascular, neuroscience, respiratory and inflammation, oncology and infectious disease. Ardea is a biotechnology company based in San Diego, California, focused on the development of small-molecule therapeutics for the treatment of serious diseases.
Barrington Broadcasting's Arrangement with Granite Broadcasting
Barrington Broadcasting in a novel four-station shared services/joint-sales arrangement with Granite Broadcasting for coordinated television station operations in two markets.
Barclays in the Acquisition of the Naming Rights to Barclays Center
Represented Barclays in connection with its acquisition of the naming rights to Barclays Center in Brooklyn, New York, for a term of 20 years.
BBVA in Acquisition of Simple
Representation of Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The $117 million acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco González, Chairman and CEO of BBVA, Simple will reinforce BBVA’s “global digital transformation while BBVA will provide the means to help Simple maximize its outstanding growth potential.”
Belo Corp. in Formation of Joint Venture with Right This Minute LLC
Belo Corp. in the formation of a joint venture with Right This Minute LLC to produce and distribute alternative news programming to local television stations.
Calpine Acquisitions
Calpine and its subsidiaries in a $600 million acquisition of SkyGen Energy, and a $450 million acquisition of Cogeneration Corporation of America, each a developer, owner, and operator of independent power projects.
CBSInteractive in Various Service Agreements
CBSInteractive in various service agreements for digital media, wireless, and advertising services.
Celestial Pictures on PRC Regulatory Issues
Advised Celestial Pictures on certain PRC regulatory issues in connection with the formation of Celestial Tiger Entertainment, the joint venture Celestial formed with Lionsgate and the Saban Capital Group in late 2011.
Changes to design of retirement plans
Advising several large employers on significant changes to the design of retirement plans with billions of dollars in liabilities, including conversions to cash balance, pension equity, and floor-offset arrangements, and plan freezes and terminations.
Check Point Software Technologies' Acquisition of NFR Security
Representation of Check Point Software Technologies in its acquisition of NFR Security and proposed acquisition of Sourcefire.
Chemtrade in the Real Estate aspects of its $860 Million Acquisition of General Chemical Corp.
Advised Chemtrade in the real estate aspects of its $860 million acquisition of General Chemical Corp., which included more than 40 chemical manufacturing facilities nationwide. The work involved negotiating extensive easement agreements, land transfers and access rights, and financing, including mortgaging more than 20 of the newly acquired sites. The cleared title matters improved the marketability of title.
ChemGen Corp. Merger with Eli Lilly
Advise ChemGen in its merger agreement with Eli Lilly. The client became a wholly-owned subsidiary of Eli Lilly and an operating unit of Elanco, the animal health division of Eli Lilly.
China Filmed Entertainment in Production, Financing, and Distribution Arrangements
China Filmed Entertainment in production, financing, and distribution arrangements for films including The Painted Veil, Forbidden Kingdom, and Crazy Stone; and Season 15 of CBS/Mark Burnett’s Survivor (shot entirely in China).
China Investment Corporations Acquisition of Interest in AES Corporation
Represent China Investment Corporation in successfully obtaining orders from FERC and the New York PSC approving its acquisition of a 15% interest in AES Corporation.
China licensing and collaboration
Advising a leading multinational pharmaceutical company on its agreement with a Nasdaq-listed drug manufacturer to develop and market its linaclotide capsule in China.
China licensing and joint venture
Advising a U.S. biotech company on its sino-foreign joint venture with a Chinese life sciences company to focus on RNAi-based drug discovery, and related license agreement.
China media and entertainment
Advising major Hollywood studios on film projects in China.
China life sciences transactional
Advising a leading multinational pharmaceutical company on the acquisition of diabetes drug assets in China and the transfer of related employees from a multinational drug company.
China media and entertainment
Providing legal advice to a subsidiary of Legendary Pictures as China production counsel for “Great Wall,” to be directed by Zhang Yimou and possibly the largest budget picture ever to be produced in China.
China life sciences transactional
Representing a leading U.S. pharmaceutical company to set up a joint venture in China with a Chinese biotech company to research, develop and commercialize a late-stage clinical product for the Asia market.
China Medical Device Acquisition Due Diligence
Conducting due diligence on China device regulatory matters for a large multinational device company’s acquisition of a large Chinese device company.
Client in EU Opposing Merger of Two, U.S.-Based Telecom Service Providers
Representation of a client in the EU opposing the merger of two, U.S.-based global telecom service providers -- a matter that involved complex issues under EU competition law.
Client in Financing National Wireless Telecommunications System
Representation of a client in financing a national wireless telecommunications system in India.
Client with Obtaining UK Merger Clearance
Representation of a client in connection with obtaining UK merger clearance for the sale of a UK cable business.
Commercial Savvy
Our client, a major Middle East regional airline, issued an RFP for information technology services and a global ticket distribution arrangement. The Covington team, coordinated between our London and New York offices, deployed locally to manage the entire process—from receiving bids to negotiating the final contract valued at over one billion dollars.
Community Bank Acquisitions by Simmons First National
Represented Simmons First National Corporation in a number of transactions, including in its $206.9 million acquisition of Liberty Bancshares, $243.4 million acquisition of Community First Bancshares, Inc., and $66 million acquisition of Delta Trust & Bank Corporation.
Compliance Program for Multinational Manufacturer
Developed a compliance program for a multinational manufacturer for registration and reporting under the U.S. Foreign Account Tax Compliance Act, including classification and analysis of its internal treasury and cash pooling functions and its consumer lending business, as well as integrating advice from foreign advisors into compliance program.
Complicated Inbound Transaction
Represented U.S. multinational corporation in a complicated inbound transaction where a foreign holding company “domesticated” by coming onshore and converting to a U.S. corporation. Critical elements in the transaction included (1) repatriation, and (2) preservation of and receiving credit for certain U.S. tax attributes arising from the group’s foreign operations, and (3) overall entity simplification in a tax efficient manner. U.S. tax issues involved the foreign tax credit, subpart F, the cross-border M&A rules, and foreign currency issues.
Content Provider in Global Partnership with International Telecommunications Provider
Representation of a global content provider in its global partnership with an international telecommunications provider to develop and operate a 3G mobile music service.
Advising E.ON on the Sale of Various Entities
Advising E.ON on the sale of various entities (Carve Outs) in terms of the split and transition of IT systems (hardware and software) and databases.
Corporate, Financial and Operational Matters for Borrego Solar Systems
Advising Borrego Solar Systems, Inc. on a variety of corporate, financial and operational matters in a dynamic and rapidly changing solar market. Borrego is one of the oldest and largest solar integrators in California with over 25 years of experience. We counseled Borrego on tax, regulatory and corporate matters related to power purchase agreement, engineering procurement and constructions contracts, operations and maintenance contracts and site access agreements on more than 30 projects.
Corporate Inversion Transaction
Advised regarding tax policy and legislative issues concerning the potential execution of a corporate inversion transaction. Tax issues considered included consequences for the corporation and its shareholders as a result of inverting, consequences for corporation going forward (including future deductibility of interest), and strategic considerations involving public and government reactions to an inversion of this magnitude in light of significant press attention and Congressional concern regarding these transactions.
Creation and launch of 120 Sports
Advised the NHL in connection with its entry into a joint venture with Silver Chalice Partners, Sports Illustrated and Major League Baseball Advance Media for the creation and launch of 120 Sports, the first multi-sport, league-created digital network in the United States. In addition to MLB and NHL content, the digital network will include content from the NBA, NASCAR and a number of college conferences. The network is expected to offer 24/7 programming on an unauthenticated basis, including live sports highlights and related news programming.
Cyrte Investments on Investment in Co-production with Chinese Studio
Advised private equity firm Cyrte Investments on a major investment in a co-production with a Chinese studio.
Debt/Equity Classification for $2 Billion Instrument
Obtained an appeals reversal of a transfer pricing adjustment involving more than $400 million of proposed adjustments, reversals of $285 million of subpart F income, and reversal of proposed earnings and profits adjustment of almost $300 million in connection with the debt/equity classification of a $2 billion instrument.
Deferred compensation plans requirements
We filed extensive comments on behalf of a number of clients related to Section 409A of the Internal Revenue Code, helping to shape the requirements for deferred compensation arrangements. We have also advised clients on a number of correction and compliance issues related to these arrangements.
Department of Taxation Club Audits
Persuaded a state Department of Taxation to reverse its long-held, industry-wide position regarding sports clubs’ apportionment methodologies and to consequently drop 14 separate club audits.
Developed a Risk-Management Program
Developed a risk-management program for a global commodities merchant based on ISDA swap agreements that enhanced the tax efficiency and reduced the tax risks of legacy intercompany profit-sharing arrangements. Considerations of transfer pricing and taxable presence were essential to the overall planning.
Drafted comments and testified at hearings on behalf of numerous clients
Prepared comments and testified at hearings on behalf of industry groups and individual clients on a number of proposed regulations that would significantly affect the design and administration of large employers’ employee benefit plans, including regulations issued by the U.S. Treasury Department, U.S. Department of Labor, and Department of Health and Human Services. In recent years, we have advised clients on rulemaking related to health reform, hybrid and other retirement plans, and fiduciary responsibility.
Drafting of Pension Protection Act 2006
Drafted and advanced legislation that became the Pension Protection Act of 2006. Since passage of the Act, we have been leading discussions with the US Treasury and the US IRS to resolve significant issues affecting hybrid pension plans and sponsors of those plans.
Drayson Wireless Formation
Drayson Racing Technologies, a leading developer of electric racing vehicles, in connection with the formation of Drayson Wireless, a new entity created in collaboration with Imperial Innovations to commercialize wireless energy technology developed at Imperial College, London.
Electronic Arts in Acquisition of 19.9% Stake in Ubisoft Entertainment
Electronic Arts in its acquisition of a 19.9% stake in French game company Ubisoft Entertainment, in a transaction requiring the participation of multiple Covington offices on various corporate, antitrust and international issues.
Employment advice to AstraZeneca in major acquisition
Provided international employment law advice to AstraZeneca in relation to its acquisition of Bristol-Myers Squibb’s interests in the companies’ global diabetes alliance across 40 jurisdictions.
Employment aspects of acquisition for luxury brand
Advised Giorgio Armani S.p.A. on employment and benefits aspects of the acquisition of its retail and wholesale UK business from Club 21.
Employment aspects of life sciences-sector acquisition
Advised Consort Medical plc on employment and benefits issues arising from its £230 million acquisition of Aesica Holdco Ltd.
ERISA litigation in the Supreme Court
Successfully handled important ERISA litigation in the Supreme Court, including Conkright v. Frommert, 130 S. Ct. 1640 (2010) (requiring deference to the plan administrator’s interpretation of a plan, even though the administrator had previously relied on provisions that were not properly added to the plan), and Kennedy v. Plan Adm’r for Dupont Sav. & Invt. Plan, 129 S. Ct. 865 (2009) (applying ERISA’s “plan document” rule to affirm unanimously a plan administrator’s decision to follow a beneficiary designation that gave rights to a participant’s former spouse, even though a divorce decree had stated that the former spouse gave up her rights).
European Employment Considerations
Co-ordinated U.S., Dutch and German tax, employment, immigration and benefits advice in relation to a U.S. listing of a Dutch company and relocation of senior managers.
Examination of Certain Transfer Pricing Payments
Persuaded IRS to drop examination of certain transfer pricing payments for use of intangibles involving hundreds of millions of dollars of payments.
Executive hire for FTSE-listed company
Assisted with employment and variable compensation aspects of the hire of a European CEO for a FTSE-listed company.
Facebook Transactions
Representation of Facebook, Inc. in many transactions, including its $22 billion acquisition of WhatsApp, $2 billion acquisition of Oculus, and $1 billion acquisition of Instagram.
Government Contractor Acquisition
Advise government contractor regarding acquisition of another government contract with significant environmental-related contracts.
Ground-breaking transaction for 401(k) plan of Fortune 50 client
Assisted a Fortune 50 company in a ground-breaking transaction to add a guaranteed minimum withdrawal investment option to its $15 billion section 401(k) plan.
GSP Finance in NBA Team Financings
Represented GSP Finance as lender in its NBA -related financings, including financings provided to the Sacramento Kings and the holding company for the New Jersey Nets.
HaloIPT Acquisition by Qualcomm
HaloIPT, a leading provider of wireless charging technology for electric road vehicles, in the acquisition of all its technology and assets by Qualcomm Incorporated.
Helped employers design state-of-the-art wellness programs
We have helped employers comply with a range of laws that affect wellness programs, and we have represented clients in meetings with senior officials at the EEOC, U.S. Department of Labor, IRS, and U.S. Treasury Department on agency regulations affecting wellness programs.
Horizon Discovery Group plc with its $48 million acquisition
Represented Horizon Discovery Group plc with the real estate aspects of its $48 million (£29M) acquisition of Sage Labs Inc.
Horizon Discovery on Sage Labs Acquisition
Representation of 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, on the acquisition of Sage Labs Inc. for a total of approximately $48 million (£29 million), comprising up to $16 million in cash and up to $32 million in new ordinary shares. The acquired business will be known as Sage Labs Inc., a wholly owned subsidiary of Horizon Discovery Group plc. The acquisition creates a fully integrated translational genomics platform and significantly expands Horizon’s product, service and research offerings.
Huawei Technologies in trade secret lawsuits
Representation of Huawei Technologies in trade secret lawsuits against Motorola Solutions involving wireless base station technology; obtained a preliminary injunction preventing the transfer of confidential information in the context of a corporate acquisition and an award of licensing fees.
Hydroelectric Facilities Potential Acquisition
An independent power producer on potential acquisition of hydroelectric facilities.
India Bank Project Financing
ICICI Bank Limited, India’s second largest bank, and Standard Chartered Bank, India’s largest international bank, as joint lead arrangers for an aggregate of $925 million in project financings supporting power plant and port expansion projects being undertaken by two affiliates of Reliance Industries.
Hotel and resort development
Advising Giorgio Armani S.p.A. on its collaboration with a listed Dubai property company for the development of a worldwide chain of Armani hotels and resorts.
ING Insurance International in Sale of Mortgage Business in Mexico
Advising ING Insurance International on the sale of its mortgage business in Mexico, ING Hipotecaria, to the Mexican banking subsidiary of Banco Santander, Spain’s largest bank, for approximately $50 million.
Innovative plan language to insulate plan sponsors from litigation risks
Developed innovative plan language to insulate plan sponsors from a wide range of litigation risks, including drafting errors, administrative errors, and allocation of fiduciary responsibility.
Initial Public Offering and Capital Raises for Indian Wind Energy Project
Advise Indian Energy Limited relating to a wind energy project in India on its initial public offering on AIM and other capital raises pre- and post-IPO.
Innovative Program Agreements Negotiations for Multiple Clients
Negotiated various innovative program agreements for (a) the NFL, including for example, its deals with ESPN and Sprint and one with TiVo to protect its programming against Internet piracy, (b) other program deals involving PBS, Comcast and Children’s Television Workshop and (c) NBC Weather Plus and NBC Broadband -- joint ventures between the network and its affiliates.
Inquam Limited in Acquisition of Telemobil S.A.
Inquam Limited in its acquisition of Telemobil S.A., the Romanian wireless telecommunications operator, and on Telemobil’s subsequent vendor financing facility with Lucent Technologies.
International benefit plans
Developed an international benefits plan for employees in Dubai, the U.S., and the UK.
IRS Disputes with Sports Clubs and Affiliated Cable Network
Negotiated highly favorable settlements with the IRS in the representation of a professional sports club in a $275 million dispute regarding stadium financing, player contracts, and broadcast agreements, and of a different club in a $300 million dispute regarding the club’s affiliated cable network.
Joint venture for largest spirits company in the world
Advised Bacardi in its joint venture with Anheuser-Busch for the creation and marketing of the BACARDI SILVER product and follow-on “malternative” products.
Kayne Anderson Capital Advisors on a Range of Sports Lending Transactions and Other Investments
Represented Kayne Anderson Capital Advisors on a range of its lending transactions and other investments, including loans to (and other investments in) Sport 10 IP Limited, the holding company that owns all of Pelé’s marketing rights as well as the rights to all of Pelé commercial appearances.
Landmark Ruling for Tennis Channel
FCC handed Covington a decisive victory to the Tennis Channel in its discriminatory carriage lawsuit against Comcast Cable Communications, the largest distributor of video programming content.
Largest Media Rights Deal in NHL History
Represented the NHL in negotiating its 12 year, C$5.232 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and Stanley Cup Final, in Canada. The agreement is the largest media rights deal in NHL history and one of the largest media rights deals, including the largest-ever sports-media rights agreement, in Canadian history.
Launch of LA Dodgers Regional Sports Network
Represented Time Warner Cable Inc. in a joint venture with the Los Angeles Dodgers to create a regional sports network that now carries the team’s games and in connection with the related distribution and license agreements.
LaRue v. DeWolff, Boberg & Assocs., Inc., 128 S. Ct. 1020 (2008) (counsel for amicus)
The U.S. Supreme Court held that a participant stated a colorable ERISA fiduciary breach claim for losses stemming from the alleged failure to implement investment directions for his 401(k) plan account. In a concurring opinion, Chief Justice Roberts cited our amicus brief for The ERISA Industry Committee in stating that such actions might need to be brought as benefits denial claims and subjected to exhaustion of administrative remedies.
Launch of the Indian Super League
Represented an affiliate of Reliance Industries in the launch of the Indian Super League, a professional soccer league in India, including structuring of the league and its governing documents, and sale of franchise rights.
LIN TV Corp. in Acquisition of Red McCombs Media
LIN TV Corp. in its acquisition of Red McCombs Media, an online advertising company and one of Inc. magazine’s fastest-growing private companies.
Linzor Capital Partners Retail Merger in Mexico
Represented Linzor Capital Partners, the Latin American private equity fund, in the merger of the retail operations of its portfolio company Moda en Distribución, S.A.P.I. de C.V., into Devlyn Holdings, S. de R.L. de C.V., to create Mexico’s largest eyewear retailer.
Major League Baseball in the launch of the MLB Network
Represented MLB in connection with the formation and launch of the MLB Network, including negotiating joint venture arrangements with major carriers and the MLB Network’s carriage terms.
Veritas Capital’s Acquisition of Peraton
Represented private equity firm Veritas Capital as regulatory counsel during its $690 million acquisition of Harris Corporation’s government IT services business, now known as Peraton. We handled government contracts and national security matters for Veritas Capital.
Honeywell’s Sale of HTSI to KBR
Represented Honeywell International as regulatory counsel in the sale of Honeywell Technology Solutions, Inc. (HTSI), a leading professional, technical, and mission support services contractor, to KBR for $266 million. We handled government contracts matters for Honeywell.
Magellan’s Acquisition of AFSC
Represented Magellan Health as regulatory counsel during its $117.5 million acquisition of Armed Forces Services Corporation (AFSC), a provider of behavioral health and specialty services to the Department of Defense and other U.S. government agencies. We handled government contracts and national security matters for Magellan.
Tower Three’s Acquisition of NTS
Represented private equity firm Tower Three Partners as regulatory counsel during its acquisition of NTS, a regional provider of broadband and other communications services in Texas. We handled communications, government contracts, and federal assistance matters for Tower Three.
Snow Phipps’ Creation of Acentia
Represented private equity firm Snow Phipps during its creation of IT services contractor Acentia, starting with the acquisition of ITSolutions and following with the add-ons of NetStar-1 and 2020 Company. We handled all aspects of these transactions.
Pohlad Family’s Acquisition of PaR Systems
Represented the Minnesota-based Pohlad family as regulatory counsel in its acquisition of PaR Systems, a leading provider of integrated robotic automation and specialized material handling solutions. We handled government contracts matters for the Pohlad family.
Acquisition of IP Assets via Bankruptcy Estate Auction
Represented a global pharmaceutical company in its acquisition of the IP assets of a medical devices and diagnostics company through a competitive auction administered by a U.S. bankruptcy court.
Acquisition of Leading Pharmaceutical Contract Development and Manufacturing Company
Represented Consort Medical plc on its £230 million acquisition, of Aesica Holdco Limited and its operating subsidiaries from Silverfleet Capital and management shareholders.
Acquisition of Optical Components Manufacturer
Represented Oplink Communications in its $445 million acquisition by Koch Industries.
Acquisition of the New Orleans Hornets
Represented Tom Benson, owner of the New Orleans Saints, in his acquisition of the New Orleans Hornets NBA franchise.
Acquisition of Unilever’s Global Prestige Fragrance Business
Represented Coty, Inc. in its $800 million acquisition of Unilever’s global prestige fragrance business.
Advising Large Public Companies and Investors on Corporate Governance Matters
Represented boards in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries as well as hedge funds, public pension funds, and other investors with respect to corporate governance developments regarding board and committee composition, crisis management, cybersecurity, internal controls, shareholder proposals, proxy access, political spending, and other sensitive disclosures and similar matters.
Ahern Rentals
Represented the creditor’s committee in the Chapter 11 case of this equipment rental company.
Airline Global Distribution Arrangements in Asia
Represented 7 out of 11 airlines in the Abacus International consortium, in long-term global distribution agreements in connection with the sale of Abacus International (Global Distribution System) to Sabre Corporation.
Allergan Acquisition of Aesthetics Biopharmaceuticals Company
Represented Allergan in its $2.1 billion acquisition of KYTHERA Biopharmaceuticals, Inc.
Altice’s $9.1 Billion Suddenlink Acquisition
Representation of European telecommunications company Altice S.A. (Euronext ATC) in a $9.1 billion deal to acquire a controlling stake in Suddenlink, a top ten cable operator in the U.S.
American Airlines in PSS Arrangements
Represented American Airlines on a series of global ticket inventory distribution arrangements with Amadeus, Sabre, and Travelport.
American Airlines IT Outsourcing
Represented American Airlines in a sole-sourced outsourcing of all information technology services between American Airlines and Sabre, Inc. and its subsequent renegotiation with HP and Sabre.
American Airlines Passenger Service System Contracts
Represented American Airlines in information technology services agreements with Amadeus, Sabre, HP, and ITA Software.
American Airlines on Global Ticket Inventory Distribution Agreements
Representing American Airlines on a series of global ticket inventory distribution arrangements with Amadeus, Sabre, and Travelport, and in information technology services agreements with Amadeus, Sabre, HP, and ITA Software (Google).
Apple Leisure Group Outsourcing Arrangements
Represented Apple Leisure Group in a series of information technology transactions, including electronic distribution agreements with hotels.
Aristocrat Acquisition Financing
Represented Aristocrat Leisure Limited in its $1.4 billion financing in connection with its acquisition of Video Gaming Technologies, Inc.
Aristocrat Leisure in Casino Gaming Technology Acquisition
Represented Aristocrat Leisure Limited in its $1.28 billion acquisition of Video Gaming Technologies, Inc.
Armstrong World Industries
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
AstraZeneca Acquisition of Diabetes Products
Represented AstraZeneca in its $4.3 billion acquisition of its diabetes collaboration from Bristol Myers Squibb.
AstraZeneca Investment in Respiratory Franchise
Represented AstraZeneca on its up to $2.1 billion transfer of 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 in Development of Medical Outcomes Data Research and Analytics System
Represented AstraZeneca in a technology and data collaboration for the development of a new medical outcomes data research and analytics system with Healthcore.
Athyrium Acquisition Financing
Represented Investment Funds affiliated with Athyrium Capital Management in a $100 million senior secured credit financing transaction for Cipher Pharmaceuticals to fund acquisitions.
Athyrium Capital Structured Debt and Investment in Skin Care Company
Represented Athyrium Capital in a structured debt facility and equity investment in Tria Beauty, Inc., a company that develops and sells personal laser skin care products.
Atlas Pipeline Merger
Represented The Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners, L.P. in its $5.8 billion merger with Targa Resource Partners LP.
Automobile Association IPO on London Stock Exchange
Represented Cenkos Securities plc as sole coordinator and bookrunner in the £1.385 billion initial public offering by Automobile Association on the London Main Market.
Assist International Subscription Video on Demand Service on International Launch
Assist an international subscription video on demand service with due diligence for its international launch.
Competition Counsel for Multinational Technology and E-commerce Company
Go-to competition counsel for a major American multinational technology and e-commerce company on its most strategic transactions to date.
$1.6 billion Demerger of Indivior plc
Represented Indivior plc in its $1.6 billion demerger transaction from Reckitt Benckiser Group plc and listing on the LSE.
$1 Billion in Real Estate Formations
Representation of Hampshire, a privately-owned real estate investment manager, and its affiliates in connection with the formation of multiple related funds and private REITs for U.S. and foreign institutional investors with more than $1 billion of aggregate committed capital focused on investments in U.S. commercial real estate.
$5.8 billion Atlas Pipeline Merger
Represented The Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners, L.P. in its $5.8 billion merger with Targa Resource Partners LP.
Advised B.E.S.T. Funds in Equity Investment in Trak Global Group
B.E.S.T. Funds in its equity investment in UK telematics company Trak Global Group, a leading telematics supplier to the vehicle rental and mobility sector and insurers.B.E.S.T. Funds in its equity investment in UK telematics company Trak Global Group, a leading telematics supplier to the vehicle rental and mobility sector and insurers.
Advised B.E.S.T. Funds in the Sale of Intelligent Mechatronic Systems, Inc.
B.E.S.T. Funds in the sale of the business and assets of Intelligent Mechatronic Systems, Inc., a company focused on connected car technologies and informatics, to UK telematics company Trak Global Group.
Advising Private Equity Investor
Advising Private Equity Investor on the intended acquisition of global IT service provider.
A&P Company
Represented Wilmington Trust Company as indenture trustee and member of creditors’ committee in this Chapter 11 case.
AA Pharma
Represented bidder in connection with Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Abbott Laboratories de-merger
We represented Abbott Laboratories in connection with its global spin-off of its pharmaceutical research business, and creation of a new global enterprise, AbbVie.
Acquisition of Commercial Rights to Pelé Brand
Represented Kayne Anderson Capital Advisors in connection with the acquisition of commercial rights to Pelé’s name and likeness.
Acquisition of Fashion Retailer Club 21
Represented Giorgio Armani in its acquisition of the retail and wholesale business from long-term retail partner Club 21.
Advising E.ON Group on Global Outsourcing
Advising E.ON Group on the global outsourcing of its IT infrastructure and various IT projects.
Advising on IT and Data Protection Transactions
Advising GEA Group in IT and data protection transactions.
Advising on the Sale of Shares in a Joint Venture
Advising ZF Friedrichshafen on the sale of its shares in the joint venture with Bosch, including split and transition of IT systems.
Advising Global Automotive Suppliers on Open Source Issues
Advising one the leading global automotive suppliers in complex open source issues.
Advising a German Energy Provider
Advising a major German energy provider (in addition to E.ON) on the outsourcing of its workplace services; data center services (including the sale of data centers to the outsourcing service provider); and network services.
Assist an International Video-on-Demand Service
Assist an international video-on-demand service on an ongoing basis with content acquisition in a number of territories.
Advised BenevolentAI on its $90 million Equity Investment from Temasek
Advised BenevolentAI, which creates and applies AI and machine learning to transform the way medicines are discovered and developed, on its $90 million equity investment from Temasek, a Singapore-headquartered investment company.
Assisted International Broadcaster on Its Application for a Broadcasting License
Assisted an international broadcaster its application for an Ofcom broadcasting license and advise on regulatory compliance on an ongoing basis.
Assist an International Content Creator
Assist an international content creator on an ongoing basis with production matters.
Activist Shareholder Proxy Contest for Board Seats
Represented SandRidge Energy in a proxy contest brought by TPG-Axon Capital Management LP and representation of the company and the Board of Directors in corporate governance matters. SandRidge settled its proxy contest.
Avnet Notes Offering
Represented Avnet, Inc. in a registered offering of $350 million of 4.875% Notes due 2022.
B&C Corporation
Represented Forgitron Technologies, LLC in contract rejection contested matter in this Chapter 11 case.
BAIC and WFUM Solvent Schemes
Represented clients, including Exxon Mobil Corporation, Goodrich, Goodyear, and Textron in opposing efforts by solvent London Market companies to use so-called “solvent schemes of arrangement” to curtail their coverage obligations to policyholders facing long-tail liabilities, such as asbestos, silica, or environmental claims.
Bank of New England Corporation
Represented and procured favorable judgment through appeal for The Bank of New York Mellon Trust Company, N.A. as trustee for BNEC unsecured subordinated notes, in a subordination dispute with the trustee for BNEC senior unsecured notes.
Banorte Acquisition Creates Mexico’s Largest Pension Fund
Represented Grupo Financiero Banorte, the Mexican financial group, and its affiliate Afore XXI Banorte in the $1.6 billion acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria to create Mexico’s largest pension fund.
BBVA in Fintech Acquisition
Represented BBVA in its $114 million acquisition of Simple Technology Finance Corp.
Advice regarding shared employee and facility costs during M&A process
Advised client on structuring employee secondment agreements so as to permit reimbursement of costs of shared employees and associated indirect costs under a secondment agreement during a contractual novation process in connection with an M&A transaction, enabling the client to orderly transfer employees and facilities to the purchaser and ensure continued reimbursement up to the point of final transfer.
BCD Semiconductor Manufacturer Acquisition
Represented BCD Semiconductor Manufacturing Limited in its $151 million acquisition by Diodes, Inc.
Bernard Madoff Investment Securities LLC
Represented defendant in avoidance action brought by SIPA trustee.
Bellicum Pharmaceuticals IPO and Follow-On Offering
Represented Jefferies, Citi and Piper Jaffray, in the $140 million initial public offering by Bellicum Pharmaceuticals, Inc. on Nasdaq and a $[TBD] million follow-on public offering of common stock.
Bespoke CDO Products
Represent U.S. and international investors in bespoke CDO, variable rate note, equity- and credit-linked note, and other complex structured product investments.
Borrego Solar Project Finance Fund
Represented Borrego Solar Systems, Inc. in connection with its $47 million project finance fund with partners U.S. Bank and East West Bank.
Boston Generating
Represented officer and director defendants in coverage dispute related to claims asserted against them by bankruptcy estate representative.
Vencore and KeyPoint’s Combination to Form Perspecta
Represented government contractors Vencore and KeyPoint Government Solutions and their private equity owner Veritas Capital as government contracts counsel in their combination with the U.S. Public Sector business of DXC Technology to form Perspecta.
Advised on the £15 million Placing and Open Offer by Equals Group plc
Advised Cenkos Securities (NOMAD and Joint Broker) and Canaccord Genuity (Joint Broker) on the £15 million placing and open offer by AIM-listed Equals Group plc, a financial services technology company.
Bristol-Myers Squibb €1.15 billion Eurobond Offering
Represented Bristol-Myers Squibb in its €1.15 billion registered public offering of investment grade debt securities, and a cash “waterfall” tender offer for $500 million aggregate principal amount of certain of its outstanding debt securities.
Calpine Project Financings
Represented Calpine and its subsidiaries, in over $10 billion of subsidiary project financings (in the form of project bonds, secured bank financings and subsidiary preferred stock), senior secured working capital credit agreements aggregating over $3.5 billion, and senior unsecured bridge financings aggregating $1.2 billion.
Cedel International in its investment in U.S. Spanish Television Network
Advised Cedel International Investment, an international investment fund, in its investment in V-ME Media, Inc., the owners and operators of the V-ME Network, the fourth largest Spanish television network in the United States.
Cengage Learning, Inc.
Represented National Geographic Society and affiliates as large unsecured creditors and contract counterparties in this Chapter 11 case.
Changes to NYSE Rules for Banks and Broker-Dealers
Represented a leading global provider of investor communications and technology solutions in connection with its pursuit of specific changes to NYSE rules regarding the distribution of proxy materials on behalf of banks and brokers. Covington interacted with the SEC and NYSE staff and successfully persuaded the bodies to include the provisions advocated by our client.
Charlesbank Capital Partners Investments
Represented Charlesbank in its investment in Universal Technical Institute, in its acquisition and sale of Aurora Organic Dairy, in its acquisition and sale of The GSI Group, in acquisitions of Zenith Products, The Horn Companies, Cedar Creek Lumber, and Peacock Engineering Company, in its sale of American Tire Distributors, and in its formation of Blacksmith Brands, which purchased the Efferdent, Luden's and PediaCare brands from Johnson & Johnson, and subsequent sale of Blacksmith Brands to Prestige Brands.
Charlesbank in Acquisition of OTC Consumer Products Brands
Represented Charlesbank Capital Partners in the formation of Blacksmith Brands and its acquisition of five OTC consumer products brands, Efferdent, Effergrip, Luden’s, Nasalcrom and PediaCare, from McNEIL-PPC and subsequent $190 million sale of Blacksmith Brands to Prestige Brands Holdings, Inc.
Charter Communications
Represented Wilmington Trust Co., as indenture trustee, in connection with contested plan proceedings in this Chapter 11 case.
CHEP USA IT Outsourcing
Represented CHEP USA in an information technology outsourcing to Dell.
ChemTrade in Cross-Border Acquisition
Represented Chemtrade Logistics Income Fund in its $860 million acquisition of General Chemical Holding Co.
China-Based Gaming Company Corporate Venture Investments
Advised Tencent Holdings Limited in connection with its investment activities relating to public and private companies.
China Based Gaming Company in Popular Messenger App Investment
Advised Tencent Holdings Ltd. on its $50 million investment in Ontario-based KIKInteractive, Inc., a messenger application with more than 200 million registered users.
Chrysler
Represented Union Pacific Railroad as a creditor in this Chapter 11 case.
Clinical Stage Cellular Therapeutics Company in Series B Funding
Advised Cell Medica Ltd. in its £50 million series B funding round. Cell Medica Ltd. is a cellular immunotherapy company which develops, manufactures and markets patient-specific products for the treatment of cancer and infectious diseases.
Cleantech Company in Series D Funding
Advised LanzaTech in a $60 million Series D financing led by Mitsui & Co., Ltd. and Guardians of New Zealand Superannuation Fund.
Colbeck Capital in Secured Debt Financing
Represented Colbeck Capital Management LLC, as the arranger of the secured debt financing for Kadmon Pharmaceutical’s acquisition of Three Rivers Pharmaceuticals.
Complex Customized Fund Structure for Neuberger Berman
Representation of Neuberger Berman affiliate Dyal Capital Partners in connection with the formation of private equity funds with over $3 billion of aggregate capital commitments, using a customized master-feeder structure incorporating ERISA compliant vehicles.
Collateral Manager Representations
Represent collateral managers in numerous CDO and CLO transactions.
Congoleum
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
Contech Engineered Solutions
Represented this leading provider of engineering and site solutions in the residential, commercial and infrastructure markets (formerly Contech Construction Products) in its recapitalization, including implementation of new equity ownership and long-term financing of both first lien and second lien debt.
Contech Engineered Solutions in Acquisition of Stormwater Biofiltration Business
Represented Contech Engineered Solutions in its acquisition of Filterra Bioretention Systems from Americast, Inc.
Copa Airlines in Customer Sales and Service Reservation System
Represented Copa Airlines in a technology services agreement with Sabre for its SabreSonic Customer Sales & Service (CSS) reservations system.
Corporate Political Disclosure Advice
We routinely advise corporations and trade associations in connection with corporate political disclosure policies and practices.
CVG Sale
Represented CVG, Inc. in its sale to Integral Systems, Inc.
Data Ownership
Represented American Airlines in connection with its data ownership strategies, including implementing standard terms and conditions regarding data in various forms of service provider and partner agreements.
Dendreon
Represented potential stalking horse bidder in bidding and auction process established for the Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Digital Domain
Represented defendants in avoidance action brought by creditors’ committee in this Chapter 11 case.
Dow Corning
Represent debtor in chapter 11 case with respect to insurance matters in connection with breast-implant liabilities.
Duke University Royalty Monetization
Represented Duke University in the sale of a portion of its worldwide royalty interests in Myozyme and Lumizyme.
Eastman Kodak
Represented bidder in connection with Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Eastman Kodak Company
Represented Wilmington Trust Company, as indenture trustee, as member of ad hoc committee of noteholders in this Chapter 11 case.
Eclipse Aviation
Represented ad hoc committee of secured noteholders in connection with Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Elbit Systems Acquisitions
Represented Elbit Systems in its acquisitions of Tadiran Communications (including Talla-Com and Tallahassee Technologies), Innovative Concepts, Universal Avionics, and M7 Aerospace (among others).
Electronic Medical Records System
Represented a Hospital Network in connection with the negotiation of a license and service agreement for an enterprise-wide Electronic Medical Records (EMR) system.
Eli Lilly Notes Offering
Represented Eli Lilly and Company in a $1 billion registered offering of notes, consisting of $600 million of 1.950% notes due 2019 and $400 million of 4.650% notes due 2044.
Emory University Royalty Monetization
Represented Emory University in a ground-breaking sale of its royalty interests in Emtriva for $540 million, the first royalty monetization conducted by auction and IDD’s 2005 Healthcare Deal of the Year.
Erie Hockey Club Limited
Represent Ontario Hockey League as creditor and contract counterparty in the EHCL Chapter 11 case.
Facebook acquisitions
Advised Facebook, in connection with its acquisitions of Instagram, Oculus, WhatsApp and other entities.
Famy Care Sale of Women’s Health Business
Represented Famy Care Limited in its $750 million sale of its women's health business to Mylan Laboratories Limited.
Fiber Composites
Represented this leading manufacturer of wood composite decking and fencing in the restructuring of its secured and junior debt and the combined merger with a strategic partner.
Fidelity Bank Subordinated Debt Offering
Represented Keefe, Bruyette & Woods with FIG Partners LLC, as co-placement agent, in the $75 million offering of subordinated debt by Fidelity Bank.
Financing of a cleared contractor
Advised a publicly-traded investment company on government contracts and national industrial security matters related to a debt financing arrangement involving a contractor with significant classified operations.
First Mariner Bancorp
Represented GCP Investment Partners in connection with the acquisition and recapitalization of First Mariner Bank in the Chapter 11 case of its bank holding company parent.
Formation of the Indian Super League
Advised Football Sports Development on the formation of the Indian Super League (ISL).
FV Steel & Wire Co.
Represented Sears Corporation in opposing a proposed buy-back of the debtors’ CGL policies under Section 363 that would have threatened Sears’ coverage rights under vendor endorsements.
Garlock Sealing Technologies LLC
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
GCP Investments in Community Banks
Represented GCP as an investor in the acquisition and recapitalization of 1st Mariner Bank by a newly formed interim bank and in its investment in Eastern Virginia Bankshares, Inc.
General Motors
Represented Union Pacific Railroad as a creditor in this Chapter 11 case.
GHL in Acquisition of Voice and Data Mobile Satellite Services Provider
Represented GHL Acquisition in its $591 million acquisition of Iridium Holdings.
Going Private of Cellular and Satellite Technology Company
Represented Telular Corporation in its $253 million acquisition by Avista Capital Partners.
Golden State Warriors Sale
Represented Christopher Cohan in his $450 million sale of the Golden State Warriors NBA franchise.
Goodyear Credit Facility Refinancing
Represented The Goodyear Tire & Rubber Company in a $620 million refinancing of a revolving credit facility for its European businesses.
Grupo Sura in Peruvian Pension Fund Acquisition
Represented Grupo Suramericana de Inversiones, through its subsidiary AFP Integra, together with Profuturo AFP S.A., the Peruvian pension fund manager of Scotiabank, in their $516 million acquisition of AFP Horizonte, the Peruvian pension fund manager, from Banco Bilbao Vizcaya Argentaria.
HAECO's Acquisition of TIMCO Aviation
Represented Hong Kong Aircraft and Engineering Co. (HAECO) as regulatory counsel in its $388.8 million acquisition of TIMCO Aviation, a global provider of aviation maintenance, repair, and overhaul services. We handled CFIUS and government contracts matters for HAECO.
HaloIPT Wireless Charging Technology Acquisition
Represented HaloIPT, a leading provider of wireless charging technology for electric road vehicles, in Qualcomm’s acquisition of its assets and technology.
Health IT Company in Series A and B Funding
Advised Kit Check, Inc. in its $10.4 million Series A financing led by New Leaf Ventures and in its Series B financing led by Kaiser Permanente.
Healthcare Services and Solutions Collaboration Agreement with MedCPU
Represented Healthcare Services and Solutions in a collaboration agreement with MedCPU for the development of a new clinical-decision support system and related services.
HealthpointCapital in IPO of Portfolio Company
Represented HealthpointCapital Partners as a selling shareholder in Alphatec Holdings, Inc.'s underwritten public offering of 18.4 million shares of common stock for total proceeds to HealthpointCapital and Alphatec of approximately $85 million.
HealthpointCapital in Acquisition and Exit of French Company
Represented HealthpointCapital in its minority investment in ScientX and subsequent acquisition of its France-based parent through a tender offer.
HealthSouth Senior Notes Offering
Represented HealthSouth Corporation in its public offering of $300 million of its 5.125% senior notes due 2023.
Horizon Discovery Group IPO on AIM
Represented Horizon Discovery Group plc in its £68.6 million initial public offering on AIM.
ICICI and Standard Chartered Financings of Power and Port Expansion Projects
Represented ICICI Bank Limited, India’s second largest bank, and Standard Chartered Bank, India’s largest international bank, as joint lead arrangers for an aggregate of $925 million in project financings supporting power plant and port expansion projects being undertaken by two affiliates of Reliance Industries.
ICICI Bank in a $1.7 billion structured financing
ICICI Bank Limited, India’s second largest bank, as the lender in a $1.7 billion structured financing for an affiliate of an India-based multinational company.
Illumina Decoding UK-based Human Genome
Represented Illumina on a strategic alliance with Genomics England for a four-year project to decode 100,000 human genomes in the UK.
Incline Equity Sale of Belt Curve Manufacturer
Represented Incline Equity Partners in the sale of portfolio company Portec Group to The Interroll Group.
Indivior $1.6 billion Demerger
Represented Indivior plc in its $1.6 billion demerger transaction from Reckitt Benckiser Group plc and listing on the LSE.
Indian Energy Limited Takeover
Represented Indian Energy Limited, an independent power producer operating wind farms in India, in a recommended all-share takeover by Infrastructure India plc.
Indymac
Represented IndyMac’s former Chairman and CEO in defense of litigation instituted by bankruptcy trustee, the Bank’s receiver, and others arising out of IndyMac’s demise during the 2008 financial crisis. Recognized by AmLaw as a Litigation Department of the Year finalist for 2012 for representation.
Innovative Fund Restructuring and Creation of Preferred Interest
Representation of a middle market distressed private equity fund sponsor in connection with a $165 million secondary transaction structured in the form of a “preferred” annex fund which was used to provide capital to the underlying portfolio of the fund.
Investors in its Funding of Clinical Cancer Genomics Company
Advised Imperial Innovations, Cambridge Innovation Capital and Johnson & Johnson Development Corporation in a £4 million funding round for Inivata, a clinical cancer genomics company spun out from Cancer Research UK.
Investigation in Self-Dealing and Financial Reporting Irregularities
Represented The Special Committee of Independent Directors of Adelphia Communications in its investigation of self-dealing by the Company’s controlling shareholders and improprieties in the Company’s financial reporting.
Helping Clients Increase Their CPA Zicklin Scores
On behalf of major fortune 500 clients, we have negotiated increased CPA-Zicklin scores, which improves their corporate governance profile, reducing the risk that those clients would be targets of litigation, shareholder proposals, and other initiatives.
Jefferies Group $1 billion Senior Notes Offering
Represented Jefferies as sole book running manager to Jefferies Group, Inc. in an aggregate of $1 billion of senior notes, comprised of two tranches of notes, $600 million of 5.125% Senior Notes due 2023 and $400 million of 6.5% Senior Notes due 2043.
JFK International Airport Cogeneration Facility
Represent Calpine’s JFK Energy Center (KIAC Partners) as project counsel, including in the original structuring and planning of the project, a $175 million combined bank facility and bond financing and a $250 million Rule 144A bond refinancing, structuring and negotiating numerous commercial contracts, and achievement of commercial operations.
JLG in Merger of Heavy-Duty Commercial Vehicle Companies
Represented JLG in its $3.2 billion merger with Oshkosh Truck.
Johnson & Johnson $2 billion Investment Grade Debt Offering
Represented Johnson & Johnson in a $2 billion registered public offering of its investment grade debt securities.
Joint Venture for Creation and Launch of 120 Sports
Represented NHL in connection with its entry into a joint venture with Silver Chalice Partners, Sports Illustrated and Major League Baseball Advance Media for the creation and launch of 120 Sports, the first multi-sport, league-created digital network in the United States. In addition to MLB and NHL content, the digital network will include content from the NBA, NASCAR and a number of college conferences. The network is expected to offer 24/7 programming on an unauthenticated basis, including live sports highlights and related news programming.
Joy Global Acquisition of Heavy Construction Equipment Manufacturer
Represented Joy Global Inc. in its $1.1 billion acquisition of LeTourneau Technologies from Rowan Companies, Inc. and the subsequent $375 million sale of LeTourneau's drilling systems business to Cameron International.
Joy Global Acquisition of Mining Equipment Manufacturer
Represented Joy Global in its $1.5 billion acquisition of International Mining Machinery Holdings Ltd.
Kamylon Sale of Wheel Manufacturing Assets
Represented Kamylon Capital and its portfolio company, Forgitron Technologies LLC, in the sale of substantially all of Forgitron’s assets to Accuride Corporation.
Kennedy Trust Royalty Monetization
Represented The Kennedy Trust for Rheumatology Research (a UK charitable trust which currently funds a major research institute at Oxford University) in the structured sale of a portion of its worldwide royalty interests in Remicade and Simponi.
Kerr-McGee Acquisition
Represented Kerr-McGee Corporation in its $18 billion sale to Anadarko Corporation.
Kit Check Pharmacy Automation System Distribution
Represented Kit Check in the development of their service and customer agreements for hospitals and business partners relating to Kit Check’s pharmacy kit automation system and services.
Kite Pharma IPO and Follow-On Offering
Represented Jefferies, Credit Suisse and Cowen and Company, as underwriters, in a $127.5 million initial public offering by Kite Pharma, Inc. on Nasdaq and a $188 million follow-on public offering of common stock.
Launch of the WWE Network
Represented WWE in the launch of the WWE Network, a direct-to-consumer, subscription-only, online video channel that will air round-the-clock programming, including new programs and matches, an on-demand service, WrestleMania, and a six-decades-deep library for $9.99 a month. This is one of the first sports “over the top” offerings in the United States and the transaction received a great deal of publicity as a result.
Leading Asset Manager in Emerging Market Fund Formation
Representation of PineBridge Investments (formerly AIG Investments) in connection with the formation of numerous private equity funds targeting investments in emerging markets, including Africa, Asia, Brazil, Central and Eastern Europe, Israel, Latin America, the Middle East and Russia.
Lear Corporation
Represented The Bank of New York Mellon Trust Company, N.A. as indenture trustee for $1.3 billion in senior unsecured notes and member of creditors’ committee in this Chapter 11 case.
Lehman Brothers
Represent Wilmington Trust Company, as indenture trustee for $49 billion of bonds and as Co-Chair of creditors’ committee.
Licensing and Enforcement-Based Royalties
Represented a leading computer component manufacturer in a patent monetization transaction involving its contribution of 100 systems patents to a newly formed patent assertion entity managed by a third party patent agent in exchange for a royalty based on enforcement and licensing activities.
Life Sciences Investors in Series C Funding of Development Stage Biotech Company
Advised Imperial Innovations and SROne on a £25 million Series C funding round in portfolio company PsiOxus Therapeutics which is developing innovative oncolytic immuno-oncology treatments for cancer.
Lindsay Goldberg's transformation of PAE
Represented private equity firm Lindsay Goldberg and PAE as regulatory counsel in six different M&A transactions that have grown PAE to a defense contractor with annual revenue in excess of $2 billion. Our work began in 2011 with Lindsay Goldberg’s acquisition of PAE from Lockheed Martin, and continued through to PAE’s acquisitions of Defense Support Services, CSC’s Applied Technology Division, USIS’s Global Security and Solutions Business, and A-T Solutions and to Lindsay Goldberg’s 2016 sale of PAE to Platinum Equity. Our work in each of these deals has included government contracts, national security, trade controls, and anti-corruption due diligence and advice on transaction structuring, novations, and regulatory approvals.
LightBridge Communications in Cross-Border Acquisition
Represented Lightbridge Communications in its $240 million acquisition by Tech Mahindra Ltd.
Lombard Medical IPO and Re-Domiciliation
Represented Lombard Medical in its $55 million initial public offering on Nasdaq and re-domiciliation.
Los Angeles Clippers Acquisition
Represented Steve Ballmer in his $2 billion acquisition of the Los Angeles Clippers from The Sterling Family Trust.
Online Charity Auction site in its Sale to Philanthropy Solutions Company
BiddingForGood, Inc., in its sale to FrontStream Holdings, Inc. a portfolio company of Arsenal Capital Partners.
OrbiMed Advisors Debt Financings
Represented OrbiMed Advisors in a number of proposed and completed debt financings, including a $25 million secured loan to, and synthetic royalty purchase from, Bacterin International Holdings, Inc.
Oplink Communications in Acquisition
Represented Oplink Communications in its $445 million acquisition by Koch Industries.
Online Charity Auction Site in its Series E Financing
Advised BiddingForGood in its recent Series E financing. BiddingForGood is the leading online auction platform for charitable entities.
OrbiMed Product Launch Financing
Represented investment funds affiliated with OrbiMed Advisors in connection with a $90 million senior secured credit facility to Iroko Pharmaceuticals to finance the commercial launch of a pharmaceutical product.
Owens Corning
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
Pacific Gas and Electric Company
Represented PG&E Corporation in the restructuring of its regulated utility and as co-proponent of PG&E’s confirmed plan.
PanEuropean Accounts Receivable Securitization
Represented a Fortune 500 company in a €400 million pan-European account receivable securitization funded through a commercial paper conduit.
Pathnet Telecommunications
Represented Chapter 11 debtor in its bankruptcy liquidation.
Patriot Financial Partners in Financial Services Industry Investments
Represented Patriot Financial Partners in its investments in in BNC Bancorp and Palmetto Bancshares.
Peer-to-Peer Lending Company in its Acquisition of Healthcare Lending Platform
Advised Prosper Marketplace, Inc. in its acquisition of American Healthcare Lending, LLC and merger with Prosper’s wholly owned subsidiary, Prosper Healthcare Lending, LLC.
Pepco on $6.6 billion in securities offerings
Represented Pepco Holdings, Inc. and its subsidiaries as corporate and securities counsel for over 25 years, including representation in over $6.6 billion of securities offerings since 2002.
Peer-to-Peer Lending Company in Six Rounds of Funding
Advised Prosper Marketplace in its last six rounds of financing, including its most recent $165M Series D financing.
Pepco Sale of Electric Generation Assets
Represented Pepco Holdings in its $1.7 billion sale of electric generation assets to Calpine Corporation.
Pharmaceutical Company in its Series C Funding of Biopharma Company
Advised AstraZeneca as lead investor in a $20 million Series C funding round of PhaseBio Pharmaceuticals, a clinical-stage biopharmaceutical company.
Polaroid Corporation
Represent Alps Electric Co. Ltd., as a member of the creditors’ committee in the Polaroid Chapter 11 case and as a large unsecured creditor in the Polaroid Chapter 7 case following conversion.
Perseus in Convertible Debt Investment
Represented Perseus LLC in connection with its convertible debt investment in PhotoMedex, Inc., a publicly traded medical devices company, to finance the acquisition of the operations of Photo Therapeutics Ltd.
Predictive Analytics Company in Series A Funding
Advised EverString Innovation Technology in a $12 million Series A financing.
Privacy and security provisions in contracts
Advised major airline in relation to data ownership, privacy and security provisions in sales and distribution agreements with online travel agencies and global distribution systems.
Privacy-related issues in connection with an acquisition
Drafted privacy-related provisions for use in data processing and outsourcing arrangements and advised on state and tort-based employee privacy laws in connection with a proposed acquisition.
Privatization of municipal assets
Represented the trustee for the City of Harrisburg, Pennsylvania as part out the workout of its debt crisis to monetize and transfer certain city assets to the private sector to help satisfy the city’s debt obligations.
Procter & Gamble Sale of Pharma Business
Represented Procter & Gamble in the $3.1 billion sale of its global pharmaceuticals business to Warner Chilcott.
Recruiting and Employee Training Outsourcing
Represented a pharmaceutical company in outsourcing its recruitment and employee training functions.
Representation of AIFMD Covered Funds
Representation of an international fund sponsor in connection with the launch of a fully AIFMD compliant fund targeting €500 million of capital commitments.
Representation of Emerging Markets Funds
Representation of an international fund sponsor in connection with a $825 million India focused private equity fund focusing on stressed companies, distressed companies and special credit opportunities in India using a multi-vehicle platform.
Rightster Listing on AIM
Represented Rightster Group plc. in the listing of its shares to the AIM market of the London Stock Exchange.
Robert A. Cook (Sacramento Kings)
Represented Chris Hansen and Steve Ballmer in connection with their purchase of a limited partnership interest in the Sacramento Kings from this Chapter 11 debtor.
Sale of Belt Curve Manufacturer Portec Group
Represented Incline Equity Partners in the sale of portfolio company Portec Group to The Interroll Group.
Railpower Hybrid Technologies
Represented Union Pacific Railroad as the largest creditor in this Chapter 15 cross-border bankruptcy case.
Sale of Noxema Brand
Represented Procter & Gamble in its sale of Noxema skin care brand in the US, Canada, and certain portions of Latin America to Alberto Culver.
Sale of Specialty Pharma Company Omthera Pharmaceuticals
Represented Omthera Pharmaceuticals in its $443 million merger with AstraZeneca.
Sale of Orajel and other Brands
Represented Coty, Inc. in its $380 million sale of the Orajel brand and other brands of Del Pharmaceuticals to Church & Dwight.
Sale of ThermaCare Brand
Represented Procter & Gamble in its sale of ThermaCare to Wyeth Consumer Healthcare.
Sale of ThreatGRID, Inc.
Represented ThreatGRID, Inc. in its sale to Cisco Systems, Inc.
Salix $2.6 billion Tender offer Acquisition
Represented Salix Pharmaceuticals Ltd. in its $2.6 billion tender offer acquisition of Santarus Inc.
Salix Acquisition Financing and Credit Facility
Represented Salix Pharmaceuticals in its $1.95 billion acquisition financing and an additional $150 million revolving credit facility in connection with its acquisition of Santarus, Inc.
Salix Acquisition of Specialty Pharma Developer
Represented Salix Pharmaceuticals, Ltd. in its $2.6 billion acquisition of Santarus, Inc.
Salix Pharmaceuticals, Ltd. Notes Offering
Represented Salix Pharmaceuticals, Ltd. in its $750 million offering of 6.00% senior notes due 2021.
SandRidge Sale of Permian Basin Oil and Gas Assets
Represented SandRidge Energy in its $2.1 billion sale of oil and gas assets in the Permian Basin to Sheridan Production Partners.
Sanofi in Series C Funding of Therapeutic Vaccine Product Development Company
Advised Sanofi-Genzyme Bioventures in a Series C round for Immune Design Corp., a company developing innovative technologies to strengthen patient-specific immune responses to potentially fight cancer and other chronic diseases.
Scout Partners Investment in Hinckley Yachts
Represented Scout Partners, a partnership between David Howe and Peterson Capital, in connection with a growth capital investment in The Hinckley Company, a privately-held boat manufacturer.
Expedia/Orbitz Transaction
Secured a significant victory for Expedia (and consumers) in its $1.3 billion acquisition of Orbitz. The DOJ closed its “second request” investigation without taking any enforcement action.
AstraZeneca Transactions
Representation of AstraZeneca in relation to the creation of a $3.4 billion diabetes joint venture with BMS, and the subsequent acquisition of sole control over that venture; in its acquisition of the rights to Almirall’s respiratory franchise (for initial consideration of $875 million and up to $1.22 billion in development, launch and sales-related milestones); assisting in the acquisition of the Takeda respiratory portfolio; and in relation to the creation of an oncology joint venture with Fujifilm Kyowa Kirin Biologics (FKB).
Qualcomm/CSR Transaction
Representation of Qualcomm in connection with its acquisition of CSR plc, with filings in China, Germany, Japan, Korea and Taiwan.
Verizon Communications Transactions
Representation of Verizon Communications in several transactions, including its $3.89 billion acquisition of AOL. Also advised the company in connection with its purchase of UK-based Vodafone’s 45 percent ownership of Verizon Wireless, as well as Vodafone’s purchase of Verizon’s interest in Vodafone Italy, which was valued at $124.1 billion.
Altice Transactions
Representation of Altice N.V., in its $18 billion acquisition of Cablevision Systems Corp. and its $9.1 billion acquisition of Suddenlink.
Newport Television Transactions
Advised Newport Television LLC in connection with the sale of broadcast television stations to Sinclair Broadcasting, Nexstar Broadcasting, and Cox Media Group.
China National Tire & Rubber Co. Transactions
Representation of China National Tire & Rubber Co., in its $7.7 billion acquisition of Pirelli.
Joy Global Transactions
Advised Joy Global in connection with several transactions, including its acquisition of LeTourneau Technologies from Rowan Companies and its sale of LeTourneau’s drilling systems and offshore products businesses to Cameron International.
Ameron International Antitrust Clearance
Represented oilfield services company Ameron International in obtaining antitrust clearance for its acquisition by National Oilwell Varco.
Chemtrade Logistics Inc. Merger Review Clearance
Representation of Chemtrade Logistics Inc. in obtaining merger review clearance for its $860 million acquisition of General Chemical Corp.
Electronic Arts in its Acquisition of 19.9% Stake in Ubisoft Entertainment
Representation of Electronic Arts in its acquisition of a 19.9% stake in French game company Ubisoft Entertainment, in a transaction requiring the participation of multiple Covington offices on various corporate, antitrust and international issues.
SEC’s Conflict Mineral Rule and Resource Extraction Issuer Disclosure Rule
Representing clients on a wide range of matters under the SEC’s conflict mineral rule and resource extraction issuer disclosure rule, including reviewing supply chain policies and advising clients on due diligence in connection with products containing conflict minerals.
Securities Counsel to Numerous Fortune 500 companies
Represent numerous Fortune 500 companies in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries with respect to the resolution of shareholder proposals concerning executive compensation, majority voting, proxy access, the right to call special meetings, political spending and lobbying disclosures, and a host of other topics.
Share Repurchase Programs
We routinely represented Fortune 500 companies in the pharmaceuticals, consumer goods, and health insurance industries with respect to multibillion dollar share repurchase programs.
Shareholder Proposals in Proxy Materials
Represented a global life sciences company with respect to selected securities disclosure and governance matters, including obtaining no-action relief allowing the exclusion of several shareholder proposals from its proxy materials. We also successfully defended and achieved favorable outcomes for this client in related litigation.
Simmons First National Acquisitions
Represented Simmons First National Corporation in a number of transactions, including in its $206.9 million acquisition of Liberty Bancshares, $243.4 million acquisition of Community First Bancshares, Inc., and $66 million acquisition of Delta Trust & Bank Corporation.
Solar Development and Pooled Power Purchase
Represented Green Lake Capital in its solar development financing activities, including a pooled power purchase transaction covering six megawatts DC of distributed solar facilities located at municipal sites throughout California.
Social Media Apps Leveraging Big Data
Represented Microstrategy in transactions related to the development of social media apps that leverage big data.
Spin-Off of Hanesbrands Inc.
Represented Hanesbrands Inc. in its $2.4 billion spin-off from Sara Lee, Inc. and listing on the NYSE.
Successful Defense Against Bid for Board Seats by Activist Investor
Represented Kerr-McGee and its board of directors in its successful defense of Carl Icahn’s effort to elect directors to the Kerr-McGee board.
Synchrony Financial IPO on NYSE
Represented Synchrony Financial as bank regulatory counsel in its $2.875 billion initial public offering on NYSE.
Telular in Going Private Transaction
Represented Telular Corporation in its $253 million acquisition by Avista Capital Partners.
The Walt Disney Company in CrossBorder Acquisition
Represented The Walt Disney Company in its $455 million acquisition of India's UTV Software Communications Limited, an integrated media and entertainment company involved in broadcasting, motion pictures, games content, interactive, and television content.
TouchTunes Acquisition of Portable Entertainment Tablet Company
Represented TouchTunes Music Corporation in its acquisition of White Rabbit Game Studio, LLC.
Transmission and Compliance Monitoring of UK Patient Health Information
Represented a major global biopharmaceutical company on information governance requirements of the UK’s National Health Service with respect to the use and transmission of patient information collected using internet-enabled compliance monitoring tools.
Tribune Company
Represent shareholder defendants in avoidance actions brought by creditor representatives and plan trustee.
Tribune Company $2.73 Billion Acquisition of Local TV Holdings
Served as communications regulatory counsel to Tribune Company in its $2.73 billion acquisition of Local TV Holdings, LLC.
Tricadia Capital Management in Recapitalizations
Represented Tricadia Capital Management as lead investor in the recapitalizations of Highlands Union Bank, a subsidiary of Highlands Bankshares, and Bank of Virginia, a subsidiary of Cordia Bancorp.
Trinity Equity Investment and Life Sciences Recapitalization
Represented Trinity Equity Investments I, LLC in its investment in, and recapitalization of, Ricerca Biosciences, LLC, which was completed in connection with Ricerca’s acquisition of the Discovery and Preclinical business of MDS Pharma Services.
Trusted Advisor to Fortune 100 Companies
Represent Fortune 100 companies in the consumer goods, health insurance, and technology industries with respect to sensitive, ongoing securities disclosure, and compliance matters.
UBS Auction Rate Securities Rights
We represented UBS in the SEC registration of $21 billion of Auction Rate Securities Rights offered to clients of UBS as part of its entry into a settlement agreement with the SEC and other securities regulators relating to auction-rate securities.
The Hut Group Equity Fundraising
Represented The Hut Group Limited on an equity fundraising.
UBS Commodities Index Services Agreement with Bloomberg
Represented UBS in the negotiation of a new long-term services agreement with Bloomberg for the calculation and administration of commodities indices.
University of Pennsylvania Royalty Monetization
Represented University of Pennsylvania in the structured sale of a portion of its worldwide royalty interests in Juxtapid.
Telehealth IT System Development
Represented a major global pharmaceutical company on negotiating arrangements with multiple suppliers for the development and operation of a complex state-of-the-art telehealth IT system.
Univision’s IPO
Served as communications regulatory counsel to Univision in filing for an initial public offering of Class A common stock in the United States on July 2, 2015.
U.S. Appeals Court Shoots Down FCC Merger-Review Disclosure Order
Successful representation of CBS Corporation, The Walt Disney Company, Twenty-First Century Fox, Inc., Scripps Networks Interactive Inc., Time Warner Inc., Univision Communications Inc., and Viacom Inc. Borrego Solar Systems, Inc. against the Federal Communications Commission (FCC) in connection with the disclosure of programming contracts with pay-TV providers as part of the FCC’s review of pending cable and satellite mergers.
Utility privatization for the military
Represented contractors in negotiating and administering contracts to design, build, finance, own, and operate energy and water and wastewater facilities on U.S. military bases, leaving the military to perform its core functions.
Veritas Capital’s investment in Alion Science & Technology
Represented private equity firm Veritas Capital as regulatory counsel during its acquisition of Alion Science & Technology Corporation, a leading provider of engineering services to the Department of Defense. We handled government contracts, trade controls, and national industrial security due diligence.
Veritas Capital’s investment in SolAero Technologies Corp.
Represented private equity firm Veritas Capital as regulatory counsel during its acquisition of EMCORE’s Space Photovoltaics business, and represented the business, which is now known as SolAero Technologies Corp., during its subsequent acquisitions of Alliance Spacesystems and Vanguard Space Technologies. We handled government contracts, trade controls, anti-corruption, and other regulatory due diligence, and also assisted with contract novations.
Venture Investor in Connection with Financing of Battery Storage Device Company
Advised VantagePoint Ventures Partners in connection with the Series A and Series B Preferred Stock financing of VionX Energy Corporation, which develops advance flow battery energy storage systems.
WSFS Acquisition in Wyoming
Represented WSFS Financial Corporation in its acquisition of First Wyoming Financial Corporation.
Xtreme Power
Represent First Wind in connection with coverage and related bankruptcy issues arising under debtors’ liability insurance policies in this Chapter 11 case.
HP Enterprise's Acquisition of Cray
Represented Hewlett Packard Enterprise as special counsel in its $1.3 billion acquisition of Cray, a supercomputer manufacturer. We handled government contracts, intellectual property, technology transactions, trade controls, data privacy, anti-corruption, and employment matters for HP Enterprise.
Canadian Satellite Radio in $100 million Bond Offering
Representation of Canadian Satellite Radio Holdings, Inc. in a $100 million bond offering.
Disney in $7 Billion Acquisition of Infoseek Corporation
Representation of the Walt Disney Company in its $7 billion acquisition of Infoseek Corporation.
Foreign Satellite Manufacturer on Corporate and Securities Law
Representation of a foreign satellite manufacturer on general corporate and securities law issues regarding its activities with a U.S. company developing a new satellite-based communications service.
Mobile Satellite Ventures (MSV) in Corporate Matters
Representation of Mobile Satellite Ventures (MSV), an L-band MSS provider that has an authorization for a next generation service using ancillary terrestrial components (ATC), in corporate and transactional matters, including equity and debt financing.
Microsoft in Negotiating Reseller Agreements for Interactive Voice Recognition Cloud Services
Representation of Microsoft in negotiating reseller agreements for interactive voice recognition cloud services between Microsoft subsidiary Tellme and various partners, initially Juma Technology Company and its subsidiary Nectar Services Corp.
PanAmSat, Hughes Network Systems, and Intelsat on Conducting Due Diligence Reviews
Assisted various financial and strategic investors in conducting due diligence reviews of PanAmSat, Hughes Network Systems, and Intelsat in connection with the sale of such companies.
Qualcomm in Numerous European Acquisitions and Investments
Representation of Qualcomm in numerous European acquisitions and investments including its $200 million joint venture and private equity investment with Omnia, a subsidiary of Saudi Oger, to create a UK-based company to deploy CDMA-based technology.
Qwest Communications International Inc. in Multiple Transactions
Representation of Qwest Communications International Inc. in a number of strategic transactions and proposed transactions, including its merger with CenturyLink (as local counsel in the District of Columbia and Maryland).
SES Americom on Advice and Advocacy at FCC and DOJ
For SES Americom, we provided advice and advocacy at the FCC and DOJ concerning the impact of the News Corp. acquisition of Hughes Electronics (and its subsidiary, PanAmSat), on competition in the satellite distribution services industry.
Ontario Teachers Pension Fund, Providence Equity Partners and Madison Dearborn Partners in $33B Acquisition
Representation of Ontario Teachers Pension Fund, Providence Equity Partners and Madison Dearborn Partners in their $33 billion acquisition of BCE, Inc., the parent of Bell Canada.
GHL Acquisition Corp. in Acquisition of Iridium Holdings LLC
GHL Acquisition Corp., a special purpose acquisition company sponsored by Greenhill & Co., Inc., in its acquisition of Iridium Holdings LLC, the leading mobile satellite services provider.
Global expansion for children's apparel and accessories licensing partner
Advised the Haddad Apparel Group, manufacturer and distributor of Nike, Levi’s, Jordan and Converse branded children’s apparel and accessories, in a collaboration with a Chinese entity to develop, manufacture and distribute “ROOKIE USA” branded children’s apparel.
Merck on €2.1 Billion Acquisition of Animal Health Company
Represented Merck & Co., Inc. in its €2.1 billion acquisition of Antelliq Group for approximately. Antelliq will be wholly owned and separately operated subsidiary within the Merck Animal Health Division.
Argentinian Payments Company on Sale with Enterprise Value of $1.42B
Represented 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 percent stake in the company. The transaction values 100 percent of Prisma at $1.42 billion.
Illumina in $1.2 Billion Deal with Pacific Biosciences
Represented Illumina, Inc. in its announced $1.2 billion acquisition of Pacific Biosciences and its novel Single Molecule, Real Time (SMRT®) technology, which provides high accuracy, ultra-long reads for full genome sequencing. The acquisition complements Illumina sequencing solutions with accurate long read sequencing capabilities to answer a set of complex genomic questions.
Tencent in $8.6 Billion Acquisition of Clash of Clans Developer
Represented Tencent Holdings Limited in its $8.6 billion acquisition of a majority stake in Supercell Oy, developer of Clash of Clans, Clash Royale, Boom Beach and Hay Day, from SoftBank.
Investcorp on Acquisition of HR Software Provider
Represented Investcorp Technology Partners on its acquisition of Berlin-based Softgarden, a human resources software provider.
NBA in Live Virtual Reality Streaming with NextVR
We represented the NBA in a multi-year deal to stream live NBA games in virtual reality in a partnership with NextVR, which will become the official live virtual reality partner of the NBA. During the 2016-2017 season, live VR games will first be available to NBA League Pass subscribers, with single-game purchase opportunities to follow for all VR consumers as the NextVR app becomes available on new VR devices.
Representation of American Airlines
We represented the company in connection with a series of cloud, digital merchandising, e-commerce, music and content licensing, marketing and distribution transactions with companies such as Google, Sojern, ADARA, Oracle, Ebay, and Twitter.
Pac-12 Networks in Twitter Streaming Deal
We represented Pac-12 Networks in its deal with Twitter for streaming of 150 live Olympic sports events from the Pac-12 universities.
Fox Networks Group in Online Distribution Agreements
We represented Fox Networks Group in various agreements for carriage of the Fox suite of cable networks and the Fox owned and operated broadcast television stations on various “over-the-top” Internet-based distribution platforms.
Representation of Teva Pharmaceuticals
We represented Teva in its strategic partnership with IBM, which enabled it to become the first multinational pharmaceutical company to deploy IBM’s Watson Health Cloud as its global technology platform. As part of the partnership, a joint Teva-IBM research team will work together using “big data” and machine-learning tools to develop disease models and advanced therapeutic solutions, including solutions designed to collect and analyze real world evidence. The deployment of these models and solutions will enable Teva to provide insights and real-time feedback directly to care providers and patients via mobile devices in order to achieve treatment optimizations and improved patient outcomes.
Blockchain Asset Acquisition
Advising a financial services company in connection with its acquisition of blockchain assets.
Bacardi Transaction
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.
Advised UK-headquartered Software Developer
Advised founders of a UK-headquartered developer of software for the creative arts industry in its sale to a U.S.-based diversified technology company.
KKR and Texas Pacific Group Acquisition of TXU Corp.
KKR and Texas Pacific Group in securing the necessary FERC and NRC approvals for the successful acquisition of TXU Corp. for $45 billion, the largest leveraged buyout in history. The acquisition of TXU included its large fleet of generation assets in Texas as well as transmission and distribution facilities. We also provided counsel on energy regulatory, climate change, government affairs, and public policy matters. The acquired company is now Energy Future Holdings.
Vivint Solar Acquisition by SunEdison
Morgan Stanley as financial advisor to Vivint Solar, Inc. in its $2.2 billion acquisition by SunEdison, Inc.
Residential Solar Division Sale to groSolar
Borrego Solar Systems Inc. in connection with the sale of its residential solar division to groSolar Inc.
Corporate Counsel to Blockchain Startup
Advising a start-up blockchain company building an identity platform in connection with corporate, venture capital, privacy, and commercial licensing transactions.
$2 billion Los Angeles Clippers Acquisition
Represented Steve Ballmer in his $2 billion acquisition of the Los Angeles Clippers from The Sterling Family Trust.
$1.6 billion Acquisition Creates Mexico’s Largest Pension Fund
Represented Grupo Financiero Banorte, the Mexican financial group, and its affiliate Afore XXI Banorte in the $1.6 billion acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria to create Mexico’s largest pension fund.
501(c)(6) association advice
Advise a Canadian quasi-governmental entity in connection with its request for tax-exemption as a 501(c)(6) association.
$52 Million Jury Verdict for Caliper Life Sciences in Trade Secret Misappropriation
Representation of Caliper Life Sciences in which we secured a $52 million jury verdict of trade secret misappropriation in California state court related to microfluidics technology. Two related patent infringement cases settled shortly thereafter on terms favorable to our client.
Acquisition for global fashion brand
Advised Giorgio Armani Group on the acquisition of its retail and wholesale business from long-term retail partner Club 21. The transaction involved the acquisition of a significant premium real estate portfolio.
Acquisition of Bank Holding Company in Wyoming
Represented WSFS Financial Corporation in its acquisition of First Wyoming Financial Corporation.
Acquisition of large portfolios of private equity interests
Advised a leading global fund-of-funds sponsor in connection with its acquisition of large portfolios of private equity interests in Europe and the United States.
Acquisition of Le Meridien Hotel at the Dallas Galleria
Represented the purchasing LLC in the $52 million CMBS-financed acquisition of the Le Meridien Hotel at the Dallas Galleria.
NFL Financings
Advised the NFL on its multi-billion dollar league-wide credit facilities, consisting of a revolving credit facility and multiple term note offerings. Over 20 NFL teams participate in these facilities, which are negotiated by the NFL on behalf of its member clubs and allow participating clubs to obtain financing on favorable terms through a structured arrangement that gives lenders priority access to the teams’ share of national television revenues and which is otherwise secured by a pledge of all of the assets of each participating club.
NFL in $18 Billion Eight-Year Programming Agreements
The National Football League in negotiating its $18 billion eight-year programming agreements with ABC, CBS and Fox Television, its interactive media rights/online cross-promotion and marketing agreement with AOL, CBS and Sportsline.com, and its international content distribution deal with Yahoo!
NFL in the renewal of Motorola's sideline sponsorship
Represented the NFL in the renewal of Motorola’s sideline sponsorship with the NFL for coaches’ headsets and other wireless equipment. Covington helped the NFL define the rules—and the scope of the covered business category—to ensure a win for both sides.
NHL Digital Rights and Related Transactions with MLB Advanced Media
Represented the NHL in connection with entry into a six-year digital rights partnership under which the NHL licensed to MLB Advanced Media (MLBAM) rights to distribute the NHL’s out-of-market subscription packages, digital and online properties, and related rights, and in connection with negotiations for an equity stake in a to-be-formed tech company that is expected to be created by MLBAM.
NHL in connection with naming rights of Bell Centre in Montreal
Represented the NHL in connection with the Montreal Canadians' securitization of naming rights revenues for Bell Centre in Montreal.
NHL on $5 Billion Canadian Broadcast Rights Deal
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.
NHL on Domestic and International Tax Issues
Represented the NHL on domestic and cross-border tax, corporate, and intellectual property issues related to the creation of the NHL Network, and, separately, to the NHL’s increasing business activity outside North America.
Nike stadium sponsorship transactions and associated sports apparel merchandizing agreements
Negotiated on behalf of Nike on stadium sponsorship transactions and associated sports apparel merchandizing agreements involving F.C. Internazionale Milano, the Football Union of Russia, and the Cardiff Rugby Football Club.
No-Change Audits for Sports Leagues and Affiliates
Secured “no change” letters in income tax audits of two sports leagues and three leagues’ for-profit affiliates (five separate audits).
NFL and Other Professional Sports Leagues Regarding Tax-Exempt Status
Representation of the NFL and other sports leagues in tax, corporate, legislative, and PR matters related to the relinquishment of their tax-exempt status. Projects involved tax planning, meetings with IRS executives and members of Congress, and coordination of audit defense strategy.
Obtained U.S. Government National Security Approval for Semiconductor Clients
Representation of clients in the semiconductor industry in securing U.S. government national security approvals for investments and acquisitions, including e2v Technologies’ acquisition of QP Semiconductor.
OEP Acquisition of Packaging Company
Represented One Equity Partners (OEP), the private equity fund, in connection with the acquisition of a minority interest in Grupo Phoenix, a consumer goods packaging company with operations in Colombia, Venezuela, Mexico and the United States.
OptiSolar Sale to First Solar
OptiSolar Inc. in the sale its project development business to First Solar, Inc. in an all-stock transaction valued at approximately $400 million.
Outbound mergers and acquisitions
Representing a very large Korea multinational company in its acquisition of an IT company located in North America.
Outside Tax Counsel to U.S. Securities Markets Coalition
Act as outside tax counsel to U.S. Securities Markets Coalition, which consists of all U.S. options exchanges and related entities. Our representation includes advising the coalition and its members on developments that affect the taxation of options and other financial products and advocating on behalf of the options industry before Congress, Treasury and the IRS. In the past year we have been actively engaged on behalf of the Coalition with respect to proposed tax legislation that would require all exchange-traded options to be marked to market (treated as sold) at year-end, and with respect to proposed regulations that would treat certain equity options as giving rise to deemed dividends subject to U.S. withholding tax.
Ovonic Battery IP and Litigation Matters Related to Joint Venture with Chevron
Ovonic Battery Company in intellectual property and litigation matters pertaining to Cobasys, a joint venture with Chevron to develop, license, and manufacture NiMH batteries for transportation and stationary storage applications.
Pandora Media, Inc. in its acquisition of Next Big Sound, Inc.
Represented Pandora Media, Inc. in its acquisition of Next Big Sound, Inc.,
Parachute Payments and Compensation Deductions
We have advised a number of companies on securing deductions for compensation paid to senior executives, and on potential adverse tax consequences from golden parachute payments.
Patent, Copyright and Trade Secret Licensing Agreement Negotiations for Microsoft
Representation of Microsoft in negotiation of patent, copyright and trade secret license agreements for the Advanced Access Content System, a copy protection system for Blu-ray Disc and other high definition storage media and licenses for IP related digital output and copy protection technologies for the Xbox 360 game console and Zune music player.
Pearl Mobile DTV in Project to Provide Mobile Digital Television Services in U.S.
Pearl Mobile DTV in establishing a nine-company venture to provide Mobile Digital Television services in the United States. Covington attorneys led the negotiations leading to the creation of the Pearl Mobile DTV venture, the negotiation of content license agreements, and public policy efforts before Congress and at the White House and the FCC.
Professional Sports Franchises in IRS Audits
Currently representing approximately a dozen professional sports franchises in IRS audits on issues including the Section 199 deduction, amortization of player bonuses, treatment of fringe benefits, and taxation of stadium operations.
Qualcomm in Acquisitions and Investments with Omnia
Qualcomm in acquisitions and investments including its joint venture with Omnia, a subsidiary of Saudi Oger, to create a UK-based company to deploy CDMA-based technology; its acquisition of UK-based Elata (Holdings) Limited, which provides content delivery and device management software systems; and its acquisition of Trigenix Limited, a European mobile content delivery software producer.
Reliance Infocomm Limited in $750 Million Financing
Represented Reliance Infocomm Limited in connection with its $750 million financing from the Export-Import Bank of the United States and Export Development Canada. The financing was provided to assist Reliance Infocomm in building a state of the art telecommunications infrastructure for India -- the largest and most complex information and communications technology initiative in the world. The definitive documents for the facility were entered into in December 2004 and the facility was drawn on in March 2005. The facility was the largest telecom installations loan for any company world-wide in 2004.
Repatriation of Foreign Cash to the United States
Advised multiple U.S. multinationals on structuring billion dollar tax efficient repatriations. We advised on numerous U.S. tax issues including section 956 (deemed loan provision), debt equity, economic substance, step transaction, subpart F, accounting period changes, and tax elections.
Altice’s $18 Billion Cablevision Acquisition
Representation of Altice N.V. in its $18 billion acquisition of Cablevision Systems Corporation, which will make Altice the 4th largest U.S. cable operator with approximately 4.5 million customers.
Representation of Citigroup in Multiple Divestments in Mexico and Central America
Represented Citigroup in connection with the disposition of its 16% ownership stake in Grupo Aeroméxico SAB and in the sale of its controlling interest in AFP Confía, a pension management company in El Salvador, to Inversiones Atlántida, S.A., a financial holding company in Honduras. We also advised Citigroup and its Mexican affiliate, Grupo Financiero Banamex, in the sale to an affiliate of EVO Payments International of Banamex’s merchant acquiring business. All three transactions were completed in 2015.
Represented Weyerhaeuser Company on $2.65 billion acquisition and integration
Represented Weyerhaeuser Company on the $2.65 billion acquisition and subsequent integration of an LLC that held a controlling interest in another timber REIT, including multiple associated stock and debt issuances totaling over $2 billion by Weyerhaeuser and subsequent integration of operations. Tax advice included structuring, negotiating and drafting agreements, and disclosure. U.S. tax issues included REIT qualification, tax basis step-up, and tax consequences for non-U.S. shareholders of the target.
Represented Weyerhaeuser Company on $2.7 billion distribution and merger
Advised Weyerhaeuser Company on the U.S. tax aspects of its $2.7 billion distribution of its home building business and merger of that business with Tri Point. Provided all U.S. tax advice including structuring, negotiating and drafting agreements and disclosures.
Resolved tax and fiduciary issues
Resolved tax and fiduciary issues in connection with the proposed consolidation of more than $1 billion in assets held in separate voluntary employees’ beneficiary associations.
NFL on DirecTV Deal
Representation of the National Football League in connection with its deal to extend DirecTV's exclusive rights to carry NFL Sunday Ticket in a multi-year agreement.
Restructuring of Asian Operations
Represented U.S. multinational corporation in complete restructuring of a significant portion of its operations in Asia. The restructuring included modifying the company’s holding company structure, replacement of the multi-billion dollar internal capital funding structure, preservation of U.S. and foreign tax benefits for a multi-billion dollar operating loss from one segment of the business operations. Covington acted as U.S. tax counsel and the advice addressed foreign tax credit planning and subpart F concerns.
Restructuring of UK Operations
Advised Fortune 50 U.S. multinational on restructuring its UK operations, including multiple foreign to foreign incorporations and transfers involving billion-dollar companies. Advised on numerous aspects of U.S. income tax law, including the impact of cross chain stock sales and distributions on creditable foreign taxes, earnings and profits and previously taxed income.
Sale of $128 million pension fund
Represented a U.S. public company in the sale of its pension fund’s $128 million portfolio of private equity interests.
RREEF in its leasing activities
Advise RREEF in its leasing activities as landlord of a portfolio of office and industrial buildings in northern Virginia, including preparation, negotiation and advice with regard to over 100 leases in the past few years.
Salix Pharmaceuticals in $2.6 Billion of Santarus, Inc.
Representation of Salix Pharmaceuticals, Ltd. in its acquisition of Santarus, Inc. for a total value of approximately $2.6 billion. The transaction closed on January 2, 2014. According to Carolyn Logan, Salix President and Chief Executive Officer, “The acquisition of Santarus is a transformational event for Salix and an important milestone in our growth as the leading gastroenterology-focused specialty pharmaceutical company in the United States.”
Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud-printing firm PrinterOn
Represented Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud-printing firm PrinterOn.
SandRidge Energy Acquisition of Arena Resources
SandRidge Energy, Inc., a crude oil and natural gas exploration and production company, in its $1.6 billion acquisition of Arena Resources, Inc.
SandRidge Energy Acquisition of Dynamic Offshore Resources
SandRidge Energy, Inc., an oil and natural gas exploration and production company in its $1.2 billion acquisition of Dynamic Offshore Resources, LLC.
SandRidge Energy Initial Public Offering
SandRidge Energy, Inc. in its initial public offerings of three royalty trusts sponsored by SandRidge, with aggregate proceeds of $1.5 billion.
SandRidge Energy Sale to Sheridan Production Partners
SandRidge Energy, Inc., an oil and natural gas exploration and production company, in its $2.6 billion sale of Permian Basin properties in West Texas to Sheridan Production Partners.
SandRidge Energy Secured Revolving Credit Facility
SandRidge Energy, Inc., a natural gas and crude oil exploration and production company, in a $1.1 billion secured revolving credit facility.
Trial Win in Russian Media Corporate Control Dispute
After five-month bench trial, won verdict of nearly $30 million on behalf of New Media Holdings in multinational corporate control dispute over ownership of Ukrainian television network.
Secured a “No Change” Letter After a $1.1B Economic Substance Challenge
Secured a “no change” letter from the IRS Examination division after its challenge to the economic substance of a taxpayer’s $1.1 billion financing program.
Serve as general outside counsel to the Council on International Educational Exchange
Served as general outside counsel to the Council on International Educational Exchange, which facilitates student exchange programs at the university-level in over 80 countries.
Securities disclosures
With our colleagues in Covington’s securities practice, we have helped a number of companies disclose their executive compensation arrangements to investors. We have helped companies prepare their “Compensation Discussion & Analysis” disclosures and other filings, and we have counseled them when responding to follow-up requests from SEC staff.
Smart Grid Company Acquisition
Smart grid technology company in connection with its acquisition by a Fortune 200 company.
Smith Electric Vehicles Financing
Smith Electric Vehicles Corp. in its $35 million Series C preferred stock financing; in its $40 million Series D preferred stock financing; and in a private placement of convertible senior notes.
Solar Integrated Technologies Acquisition by Energy Conversion Devices
Energy Conversion Devices, Inc. in its acquisition of Solar Integrated Technologies, Inc., an AIM-listed leading provider of building integrated photovoltaic roofing systems.
Solar Development Financing Activities for Green Lake Capital
Green Lake Capital in its solar development financing activities, including a pooled power purchase transaction covering six megawatts DC of distributed solar facilities located at municipal sites throughout California.
Spin-Off of The Timken Company
Advised The Timken Company on the U.S. tax aspects of its $1.7 billion spin-off of its steel business. Advice included structuring, drafting agreements and disclosure, U.S. tax issues included spin qualification and attribute allocation.
State Department of Taxation Audits of Clubs Dropped
Persuaded a state Department of Taxation to reverse its long-held, industry-wide position regarding sports clubs’ apportionment methodologies and to consequently drop 14 separate club audits.
State Taxation of Visiting Players and Teams
Lobbying state governments and developing league-wide policies regarding the state taxation of visiting players and teams in almost every state in the country.
Tax and fiduciary issues relating to VEBAs
Resolved tax and fiduciary issues in connection with the proposed consolidation of more than $1 billion in assets held in separate voluntary employees’ beneficiary associations (“VEBAs”).
Tax Audits for Sports Leagues and Affiliates
Secured “no change” letters in income tax audits of two sports leagues and three leagues’ for-profit affiliates (five separate audits).
Tax Counsel to OCC
Act as tax counsel to OCC, the clearing corporation for all of the U.S. options exchanges as well as for certain futures exchanges. OCC is the largest derivatives clearing organization in the world. We advise OCC on relevant tax developments, such as legislative and regulatory developments that affect the taxation of its member firms.
Tax Counseling Regarding Numerous Franchise Sales
Deal structuring and related counseling regarding numerous franchise sales, including Chris Hansen in his efforts to acquire the Sacramento Kings or another NBA franchise with a view towards a relocation to Seattle; Chris Cohan’s sale of the Golden State Warriors; the NHL’s purchase and sale of the Phoenix Coyotes; Major League Baseball’s relocation and sale of the Montreal Expos; Fenway Sports Group’s purchase of a 50 percent interest in Roush Racing; the USTA’s acquisition of the Western & Southern Financial Group Masters tournament; and John Henry’s sale of the Florida Marlins and purchase (as lead investor) of the Boston Red Sox.
Tax Court Litigation Resulting in Government Concession of over $250 million in Adjustments Plus an Additional Refund of $15 million
Prior to trial, obtained a concession from the Government with respect to adjustments of over $250 million relating to a worthless partnership interest deduction, and identified computational errors resulting in additional refunds of $15 million. JELD-WEN v. Commissioner, Tax Court Docket No. 003055-14.
Tax Court Victory Following Trial in Matter Involving over $350 million of Adjustments
Obtained a complete taxpayer victory following a trial in the Tax Court involving adjustments of over $350 million relating to homebuilder’s use of the completed contract method of accounting. The case represented, by dollar value, the largest taxpayer victory in the Tax Court in 2014. Currently represent taxpayer before the Ninth Circuit Court of Appeals in connection with the Government’s appeal of the case. Shea Homes v. Commissioner, 142 T.C. No. 3 (2014).
Tax-efficient acquisition vehicles
Helped a leading global fund-of-funds sponsor with benefit plan investors acquire several large portfolios of European private equity interests. Working with corporate lawyers in our London and New York offices, we designed tax-efficient acquisition vehicles that complied with ERISA and avoided potential fiduciary and plan asset concerns.
Tax efficient compensation
Advised many companies on tax-efficient executive compensation arrangements. We have helped companies avoid adverse millions of dollars in tax liability related to golden parachutes, deferred compensation, and other executive compensation arrangements.
Tax-Efficient Compensation for Executives and Athletes
Developing and drafting tax-efficient compensation packages for both front-office executives and athletes. Settled an Appeals case regarding a franchise owner’s built-in gain upon the sale of his franchise, with the taxpayer receiving a multi-million dollar refund from the government.
Taylor v. United Technologies Corp.
Taylor v. United Technologies Corp., 2009 WL 4255159 (2d Cir. Dec. 1, 2009), aff’g 2009 WL 535779, 46 Empl. Ben. Cas. (BNA) 1935 (D. Conn. Mar. 3, 2009). The Second Circuit affirmed the summary judgment entered in favor of our client United Technologies in a 401(k) plan expense class action lawsuit. The court upheld the rejection of all of plaintiffs’ claims concerning a variety of fiduciary decisions over more than a decade, for which plaintiffs had calculated alleged damages of $230 million.
Grupo Mabe in Cross-Border Sale
Represented Grupo P.I. Mabe, the leading producer of hygienic products in Mexico, in its $425 million sale to Ontex Group NV, a publicly listed company based in Belgium.
Aristocrat Acquisition of Video Gaming Technologies, Inc.
Represented Aristocrat Leisure Limited in its $1.28 billion acquisition of Video Gaming Technologies, Inc.
Elbit Systems of America Acquisition
Represented Elbit Systems of America in its $350 million acquisition of Harris Night Vision.
$6 Billion Energy Company Commercial Bank Financings
Kerr-McGee Corporation in over $6 billion of commercial bank financings, including a senior secured multi-tranche credit facility and a senior unsecured revolving credit facility.
Middle East Petroleum Company on Two $100 Million Credit Facilities
Tasweeq, the government-owned marketer of all commodity petroleum products produced in Qatar, in two $100 million credit facilities.
Oil and Gas Joint Venture
Baltic Petroleum in financing arrangements for joint venture with Siberian Energy Group to run Zauralneftegaz oil and gas exploration business in the Russian Federation.
Oil and Gas Project in Africa
An energy company on an oil and gas project in the Democratic Republic of Congo.
$2 Billion Credit Facility for Energy Company
SandRidge Energy, Inc. in all of its significant finance matters, including a $2 billion secured revolving credit facility.
$55 Million Credit Facility for Energy Company
Energy Conversion Devices, Inc. and its wholly owned subsidiaries, United Solar Ovonic LLC and United Solar Ovonic Corporation, in a $55 million secured revolving credit facility with JPMorgan Chase Bank, N.A.
The Washington Post Company's Sale of Newsweek
The Washington Post Company in connection with its sale of Newsweek.
International Water Project Component Financing
Mueller Water Products, Inc. in the financial arrangements relating to the export of water pipes to an agency of the Bahraini government for use in infrastructure projects.
Resort Developer on Water Project in Bahamas
Baha Mar, a prominent resort developer, in connection with the proposed development, construction, and project financing of a salt water pumping station to provide chilled water to Baha Mar’s resort property in the Bahamas, including inter-creditor aspects relating to existing financing of the resort from China Ex-Im Bank (CEXIM) and proposed new project financing for the construction of the pumping station and chilled water facility by banks led by Deutsche Bank.
Financing and Policy Counsel for African Solar Projects
Gigawatt Global d/b/a Energiya Global on policy and financing issues relating to development of solar projects in Africa, initially in Rwanda and Nigeria.
Private Equity Company in Purchase of Power Plants
Lightyear Capital LLC in financings supporting its purchase and operation of two California power plants.
Wind Project Bond Financing
Wells Fargo on a tax-exempt bond financing of a wind power project.
Solar Project Joint Venture
SunShare, LLC, a developer of community solar farms, in connection with its construction and project development and financing plan, including in a senior secured bridge financing provided by Solar Construction Lending, a joint venture between MMA Capital Management and Fundamental Advisors, for community solar power farm projects in Colorado and Minnesota.
Energy Company in $300 Million Credit Facility
Atlas Energy in a $300 million acquisition credit facility.
Hedge Fund Credit Facility Supporting Power Plant
Luminus Management, the hedge fund affiliate of LS Power, in a second lien credit facility supporting an Arkansas power plant.
Finance Counsel for Power Project in Mexico
Latin American consortium as finance counsel in the development of an industrial-based power project in Mexico.
Integrated Generation and Energy Services Company Project
PSEG in connection with the Cross Hudson project, which proposed to interconnect to Manhattan a 555 MW generating unit in New Jersey by means of a transmission cable to be installed under the Hudson River.
Commercial Energy Projects
PPL EnergyPlus in the preparation and negotiation of commercial energy contracts, including tolling arrangements for East Coast energy assets.
Power Projects in North and South America
Newmont Mining in power projects in the western United States and in Peru.
New York Area Power Project
New York consortium as project counsel in the development of an industrial-based power project in the New York metropolitan region.
Russia Oil and Gas Exploration Business
Baltic Petroleum in financing arrangements for joint venture with Siberian Energy Group to run Zauralneftegaz oil and gas exploration business in Russian Federation.
Education Facility Projects
Protestant Episcopal Cathedral Foundation, as outside general counsel, advising the Foundation on continuous work on design, project management, and construction contracts for major capital improvement projects, including parking facilities and the renovation of Beauvoir School.
Power Company Corporate and Securities Counsel
Pepco Holdings, Inc., as corporate and securities counsel for over 25 years, including representation of Pepco and its subsidiaries in over $9 billion of securities offerings since 2002, and in all of its significant finance matters, including $2.7 billion in syndicated credit facilities.
Non-profit Science Center Project
American Center for Physics on project management, design and construction of the campus for American Center for Physics at Riverside, Prince George’s County, Maryland, U.S.
Telecommunications Infrastructure in India
Reliance Infocomm Limited in connection with its $750 million financing from the Export-Import Bank of the United States and Export Development Canada, the proceeds of which were used to assist Reliance Infocomm in building a state of the art telecommunications infrastructure for India.
Transit Authority Real Estate Development Negotiations
Washington Metropolitan Area Transit Authority in its negotiation with a private real estate developer for the redevelopment of a WMATA site that created 270 new multi-family residential apartment units and 70,000 square feet of retail space, together with a structured parking facility.
Retail Project Development in New York City
Bridgemarket Associates, L.P. in its financing, development and leasing of the Bridgemarket retail center under the Queensboro Bridge in New York City.
Indian Pharmaceutical Facility Projects
AXIS Bank Limited, India’s third largest bank, as lead arranger for $180 million in project finance supporting a pharmaceutical manufacturing facility in Gujarat and a pharmaceutical research and development center in Mumbai.
U.S. Capital Mass Transit Project
Union Station Redevelopment Corporation in the establishment of the District of Columbia’s intercity bus terminal at Union Station, negotiation of air rights development agreements, and access easements with respect to the Amtrak railroad yard and adjacent developments.
LaGuardia Airport Project
Represented an international consortium of airport operators on its bid for the $3.6 billion LaGuardia Central Terminal Building renovation and operation project‒New York City’s largest public works project.
Multi-billion Dollar Qatari LNG Financing
Advised Qatari sponsors where a multi-billion program debt financing for more than 20 LNG carriers was procured.
Sports Stadium Repair Project
The National Football League in its contributions to the repair and renovation of the Superdome in New Orleans in the wake of Hurricane Katrina.
Lease Arrangements for Baseball Stadium in U.S. Capital
D.C. Sports and Entertainment Commission in connection with the construction and financing of, and lease arrangements for, a new, state-of-the-art Major League Baseball stadium located in Washington, DC.
Portuguese Coal-Fired Project
Advised the lenders on a 628MW coal-fired power project in Portugal.
Pharmaceutical Manufacturing Project Development
Represented Novartis Vaccines and Diagnostics, Inc. (successor to Chiron Corporation) in its plans to locate, construct and operate a cell culture-derived influenza vaccines manufacturing facility in Holly Springs, North Carolina.
Middle East Independent Water and Power Project
Advised the lenders on a 308MW and 23 MIGD IWPP in the Middle East.
Middle East LNG Liquefaction Plant
Advised the project company during the structuring stages of an LNG liquefaction plant in the Middle East.
Indonesian Coal-Fired Project
Advised the lenders on a 1220 MW coal-fired power project in Indonesia.
Qatari LNG Project
Advised the lenders on one of the Qatari LNG expansion trains.
Cogeneration Projects in New York
TBG Cogen Partners as project counsel for the cogeneration facility on Grumman property in Bethpage, New York, and Nissequogue Cogen Partners as project counsel for the cogeneration facility at SUNY Stony Brook, New York.
Portuguese Bridge Project
Advised the lenders to the Vasco da Gama bridge in Portugal.
Petrochemical Project in Saudi Arabia
Advised the lenders to a petrochemical complex in the industrial city of Jubail, Saudi Arabia.
High-Speed Rail Project
Advised the lenders to the High Speed Line between Antwerp and Rotterdam.
UK Highway Project
Advised the project company on the A1-M1 link road in the UK.
India Refinery Expansion Project
Advised the lenders to the expansion of a refinery in India.
Middle East University Project
Advised the developer of a new university in the Middle East.
Stadium Construction and Renovation Projects
The National Football League in the structuring and negotiation of League “G-3” loans to support construction of new or renovated stadiums for the Chicago Bears, Dallas Cowboys, Denver Broncos, Detroit Lions, Indianapolis Colts, New England Patriots, Philadelphia Eagles, and Seattle Seahawks, and, most recently, in the financing of the new stadium for the New York Jets and Giants and League approvals of the first-of-its-kind joint venture relating to the New Meadowlands Stadium.
Representation of De Persgroep
Acted for De Persgroep as a complaining third party in the Mediahuis merger. The case was unprecedented as it resulted in a 3 to 2 merger in the newspaper sector. The merger was conditionally cleared by the new Belgian competition authority.
Aristocrat Leisure Ltd. Transactions
Covington advised Aristocrat Leisure Ltd. in its $1.3 billion acquisition of Video Games Technology Inc. (VGT) and in its $990 million acquisition of Big Fish Games, Inc. Covington regularly advises Aristocrat on antitrust transactional and other matters.
NFL Licensing and Other Transactions
Advised the National Football League in numerous licensing and other transactions.
Michelin Transaction
Representing Michelin in its acquisition of IHLE Holding AG. The transaction involved six national European merger notifications, namely in France, Germany, Austria, Hungary, Romania, and the Czech Republic. This was the first time that an upstream tire manufacturer and supplier took control over a wholesale tire distributor in Europe creating substantial questions about the effects of this vertical integration.
Conversational Assistants
Represented a client on data privacy and security issues raised in connection with its acquisition of a voice and chat assistant conversational AI company.
Autonomous Vehicles AI Technology
Advising a tech company on a joint venture for the development of autonomous vehicles AI technology.
UCB in Meizler Biopharma Majority Interest Acquisition
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.
Representation of Baltic Petroleum Ltd. in a Joint Venture
Advised Baltic Petroleum Ltd. in its joint venture with Siberian Energy Group to run the Zauaralneftegaz oil and gas exploration business in the Russian Federation.
Advising on Implications of Russian Sanctions
Advising clients in the oil and gas, financial services, metals and mining, logistics, and pharmaceutical/medical device sectors concerning the application to their businesses of U.S. and EU sanctions against Russia.
Representation of a Lending Company in Its Acquisition by a Russian Private Equity Firm
Advised Prosper Marketplace, Inc., a peer-to-peer lending company based in the United States, in connection with a preferred stock investment by Phenomen Ventures, a Russian private equity firm founded by Dmitry Falkovich.
Mexichem in Netafim Stake Acquisition
Mexichem, S.A.B. de C.V. on its $1.8 billion acquisition of an 80 percent stake in Netafim Ltd.
Representation of an Individual in Multiple Georgian Telecommunications Transactions
Represented Dr. George Jokhtaberidze in connection with various transactions and shareholder arrangements relating to his 51 percent ownership interest in leading Georgian telecommunications company Magticom Ltd.
Representation of Baltic Oil Terminals plc in a $10.8 Billion Acquisition
Advised Baltic Oil Terminals plc, an oil and gas infrastructure business with operations in Russia, on its $10.8 million acquisition of Petroval Bunker International B.V., a fuel oil storage business based in Rotterdam, and on a placing to fund the consideration for the acquisition.
Representation of a Russian Media Company in a Disposition
Represented Media-Most, a company founded by Russian businessman Vladimir Gusinski, in the sale of its interests in the NTV broadcasting group to Gazprom.
Representation of a Steel Manufacturer in its Acquisition by a Foreign Mining Company
Represented Oregon Steel Mills in its acquisition by Evraz, a steel and mining company with operations in Russia, Ukraine, and Kazakhstan.
Representation of a Cable Company in a Going-Private Transaction
Represented the special committee of Moscow CableCom Corp. in connection with a going-private transaction with Renova Media, a Russian private-equity fund.
Provided Regulatory Counsel on the Acquisition of a Mobile Phone Company
In connection with the purchase of a mobile phone business, advised a large manufacturer of electronic equipment on issues relating to electromagnetic compatibility and radio frequency requirements and related certifications in Russia and Ukraine.
Representation of Chemical Industry Client on Russian Tax and Legal Structuring
Advised a global chemicals distributor concerning the tax and legal structuring of a Russian marketing office.
Transfer Pricing Resolution for More Than $3.3 Billion in Transactions
Served as lead U.S. counsel on negotiations for bilateral advance pricing agreement that proposed a transfer pricing methodology that was new to the industry and the two treaty countries; successfully assisted the two treaty countries in reaching agreement and voiding binding arbitration in dispute spanning 14 tax years and involving intercompany transactions of more than $3.3 billion.
Turner Broadcasting System, Inc. in CBS Sports and NCAA Matters
Turner Broadcasting System, Inc. in the creation of its joint venture with CBS Sports and the venture’s 14-year television and new media rights agreement with the NCAA to present the Division I Men's Basketball Championship.
UCB in its $1.23 billion sale of its U.S. specialty generics subsidiary
Represented Brussels-based UCB in the sale of its U.S. specialty generics subsidiary Kremers Urban Pharmaceuticals, Inc., to Lannett Company, Inc., for an upfront cash payment of $1.23 billion.
U.S. Income Tax Treaty
Advised concerning the application of a U.S. income tax treaty to reduce to 5% the withholding tax rate on planned dividends paid to an intermediate holding company of a publicly traded group. To satisfy the treaty’s limitation on benefits provision, Covington supervised a beneficial ownership study which established that at least 50 percent of the global parent’s public shareholders were qualified residents of the U.S. or of the treaty country, and negotiated a Pre-Filing Agreement with the IRS that approved the study’s methodology.
U.S. Department of Labor and Internal Revenue Service Investigations
Resolved contentious investigations by the US Department of Labor and Internal Revenue Service, in which the government took positions that exposed our clients to many millions, and in some cases over $1 billion, of potential liability. In several of these cases, we replaced counsel that was unable to reach agreement with the government, when litigation appeared to be imminent.
U.S. Tax Implications of the Financial Crisis
Advised the second-largest bank in a major European country on the U.S. tax implications of the financial crisis and various related transactions, including losses realized on U.S. assets, governmental interventions, and related restructurings.
U.S./UK employment contract
Advised on employment and variable compensation aspects of dual US/UK employment contract for senior executive of FTSE 100 company.
USA Pavilion at the 2010 Shanghai World Expo
Advice regarding sponsorship and financing negotiations for the proposed USA Pavilion at the 2010 Shanghai World Expo.
USTA in ESPN Broadcast Deal
Advised the United States Tennis Association Incorporated and ESPN, Inc. on an 11-year broadcast deal regarding telecasting the entire US Open exclusively on ESPN networks starting in 2015.
Venture Negotiations and Public Policy Efforts for Pearl Mobile DTV
Represented Pearl Mobile DTV in establishing a nine-company venture to provide Mobile Digital Television services in the United States. Covington led the negotiations leading to the creation of the Pearl Mobile DTV venture, the negotiation of content license agreements, and public policy efforts before Congress and at the White House and the FCC.
Various Collaborations
Represent a number of multinational companies in various industries on the tax aspects of collaboration agreements.
Verizon Communications’ $7.5 billion annuity purchase
Represented Verizon Communications with respect to its pension plan’s $7.5 billion annuity purchase (one of the largest pension annuitization transactions in US history), and successfully defending Verizon against an attempt by retirees to block the transaction in court.
Wood Pellet Production Facility Development
Representing Wood Fuels LLC in development and financing of a wood pellet production facility in North Carolina.
Young v Verizons Bell Atl Cash Balance Plan
Young v. Verizon’s Bell Atl. Cash Balance Plan, __ F. Supp. 2d __, 2009 WL 3677350 (N.D. Ill. Nov. 2, 2009). For Verizon, we secured a court order reforming a $1.7 billion drafting error in a pension plan formula. This was the first court order correcting a scrivener’s error in an ERISA plan.
Technology and IP Transactions
We help clients draft and negotiate commercial contracts that involve IoT technology, and support deals in which parties are buying, selling, or investing in IoT technology.
M&A Counsel
We represent Global 100 companies, private equity firms and investment banks as well as venture-backed companies in public and private transactions worldwide. Our lawyers advise investors from the start of diligence through the consummation of investments in IoT portfolio companies, and we combine our corporate negotiating expertise with our deep understanding of regulated industries.
Counsel to Emerging Companies
We represent companies at all stages of development and in all aspects of their business, typically serving as outside general counsel. For early stage companies, we structure the relationships among founders, develop an intellectual property rights strategy, and help secure initial funding. As companies develop and expand, we provide strategic and legal advice, both domestic and international, on governance issues, capital structure, distribution, licensing and other commercial arrangements, venture capital financings, IPOs, and M&A transactions.
Cross-Border Workforce Reorganization
A fast-growing U.S.-based start-up planning and executing an aggressive global expansion relied on Covington’s global workforce team to mastermind a comprehensive implementation strategy that met the business’ goals while addressing compensation and benefits planning and employment challenges across dozens of jurisdictions.
Guiding a Start-up Through Rapid International Workforce Growth
A fast-growing U.S.-based start-up planning and executing an aggressive global expansion relied on Covington to mastermind a comprehensive implementation strategy that met the business’ goals while addressing compensation and benefits planning and employment challenges across dozens of jurisdictions.
Global Equity Incentive Plans
Developed global equity incentive plans, proxy summaries, and prospectuses for Fortune 100 companies and private equity portfolio companies.
Managing Equity Compensation in a Complex Global Corporate Spinoff
A large multinational company undergoing a complex, transformative reorganization and spin-off relied on Covington to lead a strategic redesign of its global equity compensation plans to more effectively deliver meaningful compensation to executives and employees in over 50 countries.
SafeNet’s Sale of its Government Business to Raytheon
Represented data security firm SafeNet as regulatory counsel during the sale of its encrypted communications business to Raytheon. We handled government contracts, national security, and trade controls matters for SafeNet.
Lindsay Goldberg’s Investment in ECS Federal
Represented private equity firm Lindsay Goldberg as regulatory counsel during its investment in ECS Federal, a leading mid-sized provider of technology services to the U.S. government. We handled government contracts, national security, trade controls, and anti-corruption matters for Lindsay Goldberg.
The Walter and Eliza Hall Institute of Medical Research Royalty Monetization
Represented The Walter and Eliza Hall Institute of Medical Research in the sale of a portion of its royalty interests in Venetoclax for up to U.S. $325 million (A$406 million), consisting of an up-front payment of U.S. $250 million and up to U.S. $75 million of additional payments upon the attainment of certain milestones, the largest royalty monetization by a non-profit institution outside the United States.
Dana Farber Cancer Institute Royalty Monetization
Represented Dana-Farber Cancer Institute in the sale of a portion of its royalty interests in various Programmed Death Ligand-1 (PD-L1) cancer drugs for an up-front payment of $100 million and up to $68 million of additional payments upon the satisfaction of certain conditions.
LifeArc Royalty Monetization
Represented LifeArc (formerly, MRC Technology), a UK-based medical research charity, in the structured sale of a portion of its royalty interests in Keytruda for U.S. $150 million.
Maximizing the value of intellectual property
Our client, a major energy company, sought to maximize the value of its intellectual property while limiting its own liability in the treacherous waters of international patent disputes. Combining U.S. and EU regulatory expertise with a multi-jurisdictional strategy, our senior advisors and lawyers designed a corporate structure that would create and generate long term value with minimal risk to the parent entity.
Merck Merger with Schering-Plough
Representation of Merck in its $41 billion merger with Schering-Plough.
Mexico-Based Multi-System Cable Operator in Joint Venture
Representation of a Mexico-based multi-system cable operator in a joint venture with a Mexico-based local and long-distance telecom company.
Microsoft Transactions
Representation of Microsoft Corp. in its $8.5 billion acquisition of Skype Communications S.à.r.l., the largest acquisition in the company’s history, in connection with its $4.5 billion acquisition of certain Nortel patents, in its $7.2 billion acquisition of the handset division of Nokia, and its $2.5 billion acquisition of Mojang, the developer of Minecraft.
Microsoft Expatriate Issues
Advised Microsoft in relation to expatriate issues arising from post-acquisition integration with Nokia’s global mobile phone business.
Multi-Billion Dollar NFL Sunday Ticket Deal
Represented the NFL in negotiating its multi-billion dollar deal with DIRECTV to extend DIRECTV's exclusive rights to carry the NFL Sunday Ticket out-of-market games package through a new multi-year agreement. The new agreement expands DIRECTV’s rights to stream NFL Sunday Ticket on mobile devices and via broadband, and provides for the NFL and DIRECTV to explore the development of an NFL Sunday Ticket over-the-top subscription service. The deal also provides for DirecTV to continue to carry NFL Network.
National Federation of Independent Business v. Sebelius
The Supreme Court appointed Covington’s Robert Long to brief and argue a preliminary issue in this case: whether the Anti-Injunction Act barred challenges to the minimum coverage provision of the Patient Protection and Affordable Care Act of 2010. Covington’s arguments were relevant to the Court’s ultimate holding that Affordable Care Act’s penalty for failing to obtain health insurance is a tax for constitutional purposes.
NBA Expanded Partnerships with Turner Broadcasting and The Walt Disney Company
Represented the NBA in expanding its partnerships with Turner Broadcasting System, Inc. and The Walt Disney Company through new, nine-year agreements under which ABC, TNT, and ESPN will televise NBA games beginning with the 2016-17 season and running through the 2024-25 season.
Negotiation and implementation of agreements
Negotiating and implementing employment, separation, and consulting agreements on behalf of employers and executives. We have also designed and adapted executive retirement and other deferred compensation programs to comply with Section 409A and other complex tax rules in a practical way.
New investment options under section 401(k) plan
Advised a public company on the addition of new investment options under a section 401(k) plan covering more than 250,000 participants, and a Fortune 50 company on a ground-breaking transaction to add a guaranteed minimum withdrawal investment option to its $15 billion section 401(k) plan.
March 27, 2020, Inside Compensation
On Friday 20th March, the U.K. Government announced various support measures for UK businesses. One of these was the Coronavirus Job Retention Scheme (the “Scheme”), which it is hoped will reduce the risk that U.K. employers promptly dismiss employees in response to the Coronavirus outbreak. Further guidance was published on 26th March, providing some much...… ...
March 27, 2020, Covington Alert
On Friday 20 March, the UK Government announced various support measures for UK businesses. One of these was the Coronavirus Job Retention Scheme (the “Scheme”), which it is hoped will reduce the risk that UK employers promptly dismiss employees in response to the Coronavirus outbreak. Further guidance was published on 26 March, providing some much needed detail ...
March 27, 2020, Covington Alert
While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...
March 26, 2020, Inside Compensation
Following its announcement on Friday 20th March to provide much-needed assistance to UK employers and employees in the short-term through the Coronavirus Job Retention Scheme, and intense pressure to provide similar assistance to self-employed workers, the UK Government has released details of a similar scheme intended to support this group: the Self-Employment ...
March 26, 2020, Covington Alert
Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...
March 26, 2020, Covington Alert
On March 25, 2020, the European Commission (“Commission”) published a policy paper to provide guidance to the EU Member States regarding takeovers by non-EU (“foreign”) investors of EU companies and assets in "strategic industries" during the Covid-19 crisis (the “Guidance Paper” or the “Guidelines”). The Commission emphasizes the importance of vigorously ...
March 25, 2020, Covington Alert
In light of the federal Families First Coronavirus Response Act ("FFCRA") and New York State’s sick leave law, both of which were signed on March 18, 2020, many New York employers will need to be prepared to comply with their new federal and state sick leave obligations to employees impacted by COVID-19. As discussed in a prior client alert, the FFCRA requires ...
March 25, 2020, Covington Alert
The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...
March 24, 2020, Inside Compensation
As the COVID-19 public health crisis continues, businesses are dealing with unprecedented disruptions to operations and workforce stability. Most employers undoubtedly want to assist their employees during this uncertain time, but they are struggling to balance the cost of maintaining their workforce with shrinking profits. The frequent result of such a ...
March 24, 2020, Covington Alert
As the COVID-19 public health crisis continues, U.S. businesses are dealing with unprecedented disruptions to operations and workforce stability. Most employers undoubtedly want to assist their employees during this uncertain time, but they are struggling to balance the cost of maintaining their workforce with shrinking profits. The frequent result of such a ...
March 23, 2020
NEW YORK—The American Lawyer has named Covington lawyers Sergio Urías and Laura Torre as “Dealmakers of the Year.” The annual feature highlights “the most impressive and significant matters that deal lawyers worked on in 2019.” Shareholders of Covington’s client Prisma Medios de Pago, Argentina’s largest payment processing company, were mandated by the antitrust ...
March 20, 2020, Covington Alert
March 20, 2020, Covington Alert
The full ramifications of the COVID-19 pandemic are uncertain, but we should expect that significant economic dislocation will be felt not only by industries already suffering from financial distress and seeking bankruptcy relief (retail, healthcare, small biotech, pharma companies, and energy) but many other industries, including manufacturers, carriers, ...
March 19, 2020, Inside Compensation
In view of the coronavirus crisis, employers are faced with numerous questions of employment law, ranging from the question of compulsory employment and possible release of employees in the event of illness or closure of the business, through remuneration issues in the event of a lack of childcare, to the currently extended options for receiving...… Continue ...
March 19, 2020, Inside Compensation
The speed and severity of the current crisis means UK employers face very difficult and pressing decisions. Some intermediate steps can be taken to preserve workforces for a period and avoid immediate redundancies. Some form of individual or even collective consultation with employees or their representatives may be necessary. This can be used as an...… Continue ...
March 19, 2020, Inside Compensation
Last night (Wednesday, March 18, 2020) the President signed the Families First Coronavirus Response Act after it passed the Senate in the afternoon by a vote of 90-8. The Act requires all private health plans to cover COVID-19 diagnostic testing—coverage that most insured and large self-insured health plans already are providing. The Act also requires...… ...
March 19, 2020, Inside Compensation
April is often the month when new U.K. employment law comes into effect. In 2020, there are more changes than in recent years and many companies are already preparing. The changes include: (1) Parental Bereavement Leave What’s changing: Under changes coming into force on 6 April 2020 as a result of the Parental Bereavement (Leave...… Continue Reading
March 18, 2020, The Wall Street Journal
David Martin is quoted in The Wall Street Journal regarding companies’ decisions to disclose potential COVID-19 infections of executives. Mr. Martin says that while companies have leeway on executive medical disclosures, they often have a strong incentive to provide timely information. Doing so prevents employees from leaking information and investors from ...
Big mergers face delays as regulators adapt to pandemic
March 17, 2020, Financial Times
Johan Ysewyn is quoted in the Financial Times regarding the potential monetary losses and risk of vanishing mergers during the coronavirus crisis. Mr. Ysewyn says, “Authorities are having a gut reaction in resetting their priorities, but in the meantime businesses are losing money every day the deal doesn’t close, while also dealing with the consequences of the ...
March 16, 2020, Inside Compensation
On March 13, 2020, the President declared the COVID-19 pandemic to be an emergency under Section 501(b) of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (the “Stafford Act”). The decision to declare an emergency is addressed in a letter from the President to Administration officials in which he explained that his decision...… Continue ...
March 16, 2020, The Wall Street Journal
Daniel Luchsinger is quoted in The Wall Street Journal regarding the effects of the Tax Cuts and Job Act on businesses in the wake of coronavirus losses. The article states that the 2017 tax code overhaul is making life harder for U.S. businesses who have suffered losses and are seeking liquidity. Mr. Luchsinger says, “You want some safety valve in the system ...
March 13, 2020, Inside Compensation
Consider a situation in which a former employee alleges that he or she did not receive a COBRA election notice. That’s the notice that must be provided to group health plan participants when they lose coverage as a result of certain events, including termination of employment, and that gives the participants information regarding their rights...… Continue Reading
March 11, 2020, Inside Compensation
The Internal Revenue Service has issued guidance (Notice 2020-15) that allows sponsors of high deductible health plans (“HDHPs”) to reimburse up to the full cost of medical care services and items for testing and treatment of COVID-19 before plan participants meet the plan’s minimum statutory deductible. Accordingly, participants in a HDHP that waives cost ...
Covington Assists Veritas Capital with $5 Billion Acquisition of DXC’s Health and Human Services Business
March 10, 2020
WASHINGTON—Covington is assisting Veritas Capital with its acquisition of DXC Technology’s U.S. State and Local Health and Human Services business in a deal valued at $5 billion. The transaction is expected to close no later than December 2020, subject to the satisfaction of customary closing conditions. DXC Technology’s U.S. State and Local Health and Human ...
March/April 2020, Employee Benefit Plan Review
March 6, 2020, Covington Alert
Businesses are rapidly developing strategies to continue functioning and protect their workforces in the face of the growing Coronavirus COVID-19 outbreak. For obvious reasons, businesses may want to deploy health screening, testing, and professional medical advice services—including telemedicine—to their employees and dependents. It is critical that ...
Project Finance Team Joins Covington
March 5, 2020
NEW YORK—A three-lawyer project finance and development team has joined Covington in the U.S. Joseph Tato, a New York-based partner, represents project sponsors, equity investors, financial institutions, and governments in the development and financing of power, oil and gas, LNG, renewables, water, mining, and other infrastructure projects in the U.S., Africa, ...
Organisations Engaging Contractors in the UK to Prepare for the New Off payroll Working Legislation
March 2, 2020, Covington Alert
Businesses operating in the UK now have less than two months to prepare for implementation of the new off-payroll working legislation on 6 April 2020. Non-compliance could leave organisations with a significant tax liability and may jeopardise important relationships with key contractors, and risk business processes. Companies should act now to ensure they are ...
March 2020
As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our COVID-19 task force at COVID19@cov.com. Below is a compendium of resources ...
February 27, 2020, Financial Times
In an effort to push companies to disclose their social responsibility, shareholders are proposing information on the environment and workers be shared at forthcoming annual meetings. Reid Hooper is quoted in the Financial Times regarding the SEC’s decision to allow such proposals to be voted upon. Mr. Hooper says, “The SEC staff appears to have a taken a ...
February 27, 2020, Bloomberg
Samuel Maruca spoke with Bloomberg about the possibility of a digital tax on tech companies doing business internationally. The U.S. and 130 other countries are currently negotiating at the Organization for Economic Co-operation and Development about a new international tax system that would redefine which countries can tax which corporate profits. There’s ...
February 26, 2020, The Wall Street Journal
David Martin is quoted in The Wall Street Journal regarding the information companies are sharing with the public about how its managing its supply chain in response to coronavirus. Deciding what to disclose depends on what companies view as financially material. In the case of coronavirus outbreak risks, a big part of that calculation so far has involved ...
February 25, 2020
WASHINGTON—Covington represented Univision Holdings, Inc. in its definitive agreement to sell a majority ownership interest to private investment firms Searchlight Capital Partners, LP and ForgeLight LLC. Under the terms of the acquisition, Searchlight and ForgeLight will purchase a 64 percent interest from Univision stockholders while Televisa, a leading media ...
US tech tycoons direct personal wealth to new frontiers
February 24, 2020, Financial Times
Tom DeFilipps spoke with the Financial Times about trends he is seeing in investors’ willingness to invest in tech start-ups. Mr. DeFilipps says he has seen little decline in Silicon Valley’s appetite for risky investments. “You have all of this wealth, and there’s just a limited amount you can do with it within the confines of the way people behave in Silicon ...
January 31, 2020
Denny Kwon led a team of lawyers who advised ServiceNow, a digital workflow company, in its acquisition of Passage AI, a California-based artificial intelligence company. The deal was covered by Bloomberg Big Law Business, Daily Journal, Law360, and The Deal.
Inbound US Real Estate Investments To Face New Oversight
January 28, 2020, Law360
Heather Finstuen is quoted in Law360 regarding CFIUS’s decision to extend its regulatory purview across a broad portion of U.S.-targeted real estate transactions. The new regulations go a step further by clearly defining sensitive locations and the proximity to those locations that could cause national security concerns, which will now be divided by The ...
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, 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 ...
Fintech Litigation To Watch In 2020
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 ...
Are states gaining upper hand in fintech charter battle?
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, 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.
Catherine Dargan Named a Most Influential Woman in M&A
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 ...
Reactions to CRA plan signal long fight ahead
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 ...
Checks and Balances: Former AG Holder, Zynga GC Phillips Talk Collaboration in Diversity
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, 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”).
Seven Covington Lawyers Named Law360 MVPs
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 ...
Bank Regulators' Madden Fixes May Not Be Quick Ones
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 ...
Covington Represents Eisai in $330M Royalties Sale
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 ...
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 ...
Covington Represents Financial Advisor in Parsley Energy Acquisition of Jagged Peak for $2.27B
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 ...
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.
Covington Promotes Its Most Diverse Partner Class Ever
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,” ...
Former Treasury Official Rejoins Covington
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, ...
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 10, 2019, The Recorder
Focus Financial Opens Door to Investment Banks
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.”
5 Questions About Britain’s Minibond Regulatory Scandal
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 ...
Fintech Adoption Poised For Growth In US Despite Lag
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 ...
Exchange Rules Spark Conflict
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 ...
SEC Chairman's Stance on Waivers Gives Companies More Certainty But Does Little to Stem Controversy
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 ...
Fed Turns Up Heat On Dollar Repo Dodge
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.”
Covington Represents Peraton in Solers Acquisition
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 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 -- ...
Covington Represents Alion Science and Technology in $225 Million Sale of its Naval Systems Business Unit
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 ...
Covington Represents Bayer in $550M Sale of Coppertone™
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 ...
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. ...
BigLaw's Biggest Revenue Gainers And Losers In 2018
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 ...
Exit Strategy
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, ...
Robyn Polashuk Named to Los Angeles Business Journal’s “Most Influential Women Lawyers” List
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. ...
Top Private Equity Executive Rejoins Covington
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 ...
Covington Recognized with IJGlobal 2018 Awards
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, ...
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 ...
2019 Dealmakers of the Year
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 ...
Companies face conflicting expectations when investigating conduct under Israeli jurisdiction
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 ...
China 24
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—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 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 ...
PE Firms Finding New Partners As Club Deals Climb
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.
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 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 ...
Comments on Section 59A Proposed Regulations (Internal Revenue Service REG–104259–18) – Treatment of a Loss Recognized upon the Transfer of Property
February 19, 2019, Covington Comment Letter
Comments on Section 59A Proposed Regulations (Internal Revenue Service REG–104259–18) – Applicability of BEAT to Global Services Provided by U.S. Equipment Manufacturers
February 19, 2019, Covington Comment Letter
Comments on Section 59A Proposed Regulations (Internal Revenue Service REG–104259–18) – Proposals Regarding TLAC Securities, Securities Lending Transactions, and Internal Dealings
February 19, 2019, Covington Comment Letter
Covington adds to M&A tech practice
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 ...
US China Trade Talks
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.”
Covington Snags Ex-Wilson Sonsini Tech M&A Pro In Calif.
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 ...
Wilson Sonsini Tech Dealmaker Jumps to Covington in SF
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 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.
Leading California Technology M&A Lawyer Joins Covington
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 ...
Covington Nabs Tax Partner From PwC For NY Office
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.
Leading Tax Lawyer Joins Covington
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 ...
Covington Advised SK Holdings in $100M Investment
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 ...
Covington Advises Argentinian Payments Company on Sale with Enterprise Value of $1.42B
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.
SEC to Mull Stricter Shareholder Proposal Rules
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 ...
Jon Kyl Returns to Covington
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.
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 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 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 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 ...
Business Groups Push to Neutralize Proxy Advisors
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 ...
Dem AG Gains May Spur State Financial Services Action
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 ...
Gridlocked Government May Not Be Bad For Capital Markets
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 ...
#MeToo Spurs New California Workplace Harassment Protections and Gender Equality on Corporate Boards
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 ...
Catharina Min Awarded Inaugural “Trailblazer Award” by the Korean American Bar Association
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 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—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
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
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 ...
Comments on Section 965 Proposed Regulations (Internal Revenue Service REG-104226-18) - Downward Attribution Under Section 318 in Examples 1 & 2 of Proposed Treasury Regulation Section i.965-i(g)
September 24, 2018, Covington Comment Letter
15 Firms To Lead IPOs Exceeding $1.1B Amid Peak Season
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 ...
SEC Becoming More User-Friendly With Disclosure Trims
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, 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 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 ...
Covington Advises Ziylo on Acquisition by Novo Nordisk
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 ...
Why the U.S.-China Deadlock Might Not End Any Time Soon
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 ...
Equity Plan Votes Scrapped After Tax Reform
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 ...
Treatment of Section 78 Gross-Up Amounts Relating to Section 960(b) Foreign Income Taxes
July 22, 2018, Covington White Paper
BEAT Implementation Proposals Related to Global Services Operations
July 18, 2018, Covington White Paper
Few Execs Leave Money on the Table Upon Departure
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.
Covington Advises Senvion Group on Global Outsourcing
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 ...
Proposed Guidance Regarding the Treatment of Income from Banking Under Section 199A
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 ...
Covington Hosts Project Finance Master Class in Nairobi
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."
Private Equity Team Joins Covington
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, 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 ...
Covington taps two to co-chair private equity practice
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 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,” ...
Season Tickets? Steak Dinners? Small Firms Rethink Client Events After Losing Tax Break
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 ...
Designing a Compliance Program at AB InBev
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 ...
IP Hires: Covington, Polsinelli, Michael Best
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."
Covington Hires Ex-Wilson Sonsini Tech Deals Pro
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 ...
3 Alt PE Fund Types Attys Should Know Inside And Out
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 ...
Leading Technology Transactions Partner Joins Covington
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 ...
Covington Expands in EU With Opening Of Frankfurt Base
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 ...
Covington Opens Frankfurt Office
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 ...
Covington wades into Germany with Frankfurt launch
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, 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 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 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 ...
Request for Guidance in Applying Controlled Foreign Corporation Rules following P.L. 115-97 (Repeal of Section 958(b)(4))
March 19, 2018, Covington Comment Letter to The Honorable David Kautter and The Honorable William Paul
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 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 ...
Covington hires Mizrahi and Berthelot
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”).
Covington expands in Dubai
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,” ...
Covington Successfully Represents Discovery Communications In DOJ Investigation Into Its Acquisition of Scripps Networks
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 ...
U.S. banks set for M&A wave as Trump cuts red tape
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 ...
Taxpayers Should Prepare Now for GILTI and FDII
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 ...
Sports Group Of The Year: Covington & Burling
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 ...
It's recommended Mexico review its fiscal regime
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.
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 ...
#MCNWW 2018: Women to Watch
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 ...
Clarifications On Tax Reform Will Come, Officials Say
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 ...
A bond dispute threatens the future of Islamic finance
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 ...
Covington Represents Autifony Therapeutics in Collaboration and Option Deal with Boehringer Ingelheim
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 ...
Four Covington Partners Named Law360 MVPs
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. ...
MVP: Covington's Jeremy Spector
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
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 ...
The view from the Summit – Part One
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.
Covington Advises Financial Advisor to Advanced Accelerator Applications in $3.9 Billion Sale
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 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 ...
Covington Advises SK Holdings in Acquisition of Significant Minority Interest in Eureka Midstream
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: ...
Pensions Come Out Swinging on Board Composition
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 ...
The Greening of America
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 ...
Covington Advises Aristocrat in Acquisition of Plarium and Related Acquisition Financing
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 ...
Covington Wins Two American Lawyer Global Legal Awards
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 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 ...
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 ...
A new driver: Graham Vinter
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 ...
Cyber Insurance for Corporations
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 ...
Covington Represents Australian Medical Research Institute in Landmark Royalty Monetization
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 ...
Covington Secures Tax Court Victory for Boston Bruins
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 ...
Legal teams rally to defend the rule of law
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, ...
Savvy PE Attys Can Cash In On Blazing Secondaries Market
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 ...
Business and Human Rights: “Is This Even Relevant to Our Company?”
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 ...
UK Gender Pay Gap Reporting: Managing Risk, Developing Narrative and Changing Outcomes
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 ...
Covington to Open South Africa Office
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 ...
Covington Adds Reed Smith Tech M&A Partner in Calif.
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 ...
Technology M&A Lawyer Joins Covington
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 ...
Fintech Regulation
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 ...
Covington Expands Project Finance Team
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 ...
Team of Chadbourne partners opt against Norton Rose merger to launch two offices for Covington
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, 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 ...
Covington Expands into Dubai and Jo'burg
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 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, 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 ...
Future of the Music Industry
April 14, 2017, Harvard Law School Entertainment Symposium
The Evolution of Intellectual Property As a Key Value Driver in Sports
April 14, 2017, 6th Annual NYU Sports Law Colloquium
Silver Screen to Laptop Screen
April 14, 2017, Harvard Law School Entertainment Symposium
Covington & Burling Adds Ex-Tyco Counsel In M&A Practice
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 ...
Covington Adds Senior M&A Partner
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 ...
Leading M&A Lawyer Joins Covington
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 ...
Don't Expect Snap To Single-Handedly Revive IPO Market
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 ...
Business Judgment Rule Applies to Stockholder-Approved Transaction Involving Controlling Stockholder
February 14, 2017, Harvard Law School Forum on Corporate Governance and Financial Regulation
Life Sciences Group Of The Year: Covington & Burling
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 ...
The Laterals Audit: Tax Attorney Moves In January
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 ...
Ex-Senate Finance Tax Counsel Joins Covington & Burling
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 ...
Former Senate Finance Tax Counsel Joins Covington
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 ...
Activist Investors Set For Busy 2017
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.”
5 Trends That Shaped The IPO Landscape In 2016
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 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. ...
Covington Advises Jefferies in $830 Million Deal
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 ...
Trump's election: Implications for US infrastructure
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 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 ...
Prominent M&A Lawyer Joins Covington
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 ...
Combining Energy Efficiency with Energy Distribution & Financing Models for Distributed Generation
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 ...
Vinter is coming: Covington boosts projects offering as former BG GC returns to private practice
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, 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 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 ...
Covington Snaps Up Project Finance Veteran In London
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 ...
Renewable Investments in North Africa and the Middle East
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, 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 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 ...
Silicon Valley Dealmaker Joins Covington
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 ...
Leading Silicon Valley Dealmaker Joins Covington
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 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 ...
7 Lessons M&A Attys Learned The Hard Way
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 ...
Covington Represents Dana-Farber in Royalty Monetization
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 ...
Covington Represents MRCT in Royalty Monetization Deal
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, 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 ...
July 12, 2016, BNA's Federal Contracts Report
Brexit Task Force
February 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 ...
Health Hires: Greenberg, Covington Add IP, Deals Pros
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 ...
UK Votes to Leave the EU
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 ...
Covington Represents Tencent in $8.6 Billion Acquisition
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 ...
Leading Life Sciences Lawyer Joins Covington
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, ...
Covington Receives Top Rankings from Chambers USA
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 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 ...
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 ...
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 ...
Are Troubled Banks and Fintech a Perfect Fit?
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
New York Adopts Delaware Standards of Review for Going-Private Mergers by Controlling Shareholders
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 ...
White Paper: Judicial Opinions on the Trust Indenture Act of 1939
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 ...
JOBS Act's Lift Of Ad Ban Gains Traction With Small Cos.
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.”
Covington Represents Underwriters in Senseonics' IPO
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 ...
A Less Verbose SEC Means IPOs Are Cleared More Quickly
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 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 ...
Latinvex Names Gabriel Mesa Among “Top 100 Lawyers”
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 ...
Covington Advises AstraZeneca on mRNA Collaboration
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 ...
2015: A Year of Record M&A
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.
Taking the FAST Track: New Legislation Facilitates Raising Capital and Aims to Simplify Reporting
December 18, 2015, Covington Alert
Catherine Dargan Named a “Most Influential Woman” in M&A
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 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 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 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
Covington Advises Allergy Therapeutics on £11.5 Million Placement and License Agreement
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 ...
The IRS's intensifying fight over income taxes
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 ...
Best practices in structuring solar power project finance
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 ...
Covington Advises Tencent on Investment in Kik
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 ...
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, ...
Covington Advises Allergy Therapeutics on Alerpharma Acquisition and £20 Million Placing
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 ...
Covington Advises Joy Global on Acquisition of Montabert
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 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
Covington Advises Public Pension Capital on Partnership with Kramer Van Kirk Credit Strategies
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 13, 2015
LONDON, May 13, 2015 — Covington has advised AIM-listed Horizon Discovery Group plc on a £40.1 million accelerated bookbuild placing announced on May 1, 2015. The financing is being undertaken to raise £25 million in new money for the company through a primary offering and £15.1 million for certain shareholders through a sale of their existing shares. The ...
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 ...
DC Circ. Shoots Down FCC Merger-Review Disclosure Order
May 8, 2015, Law360
Covington successfully represented media companies seeking to protect confidential information from being disclosed in an FCC merger review proceeding.
Covington Represents Underwriters in Cidara IPO
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 ...
Chris DeCresce Joins Covington’s Corporate Practice
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 ...
February 12, 2015, Covington E-Alert
Delaware Chancery Court Declines to Enforce Noncompete in California Despite Choice of Law Provision
February 4, 2015, Covington E-Alert
February 3, 2015, Covington E-Alert
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, ...
Covington Advises Horizon Discovery Group plc on its Acquisition of Haplogen Genomics GmbH
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 ...
Covington Advises Esteve on Global Collaboration
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 ...
Your International Compliance Playbook
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 ...
Ebola: harnessing the potential of the private sector
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 ...
FT NORTH AMERICA INNOVATIVE LAWYERS 2014
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 ...
Covington’s Gibson Named Law360 MVP
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 ...
Media & Entertainment MVP: Covington's Doug Gibson
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 ...
Covington Advises Oplink in Its Sale to Koch Industries
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 ...
Covington Advises UCB in $1.525 Billion Sale of Kremers
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 ...
Covington & Burling and Slaughter and May advise on Qualcomm’s £1.6bn acquisition of CSR
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 ...
Covington Advises Consort Medical on Aesica Holdco Acquisition and related £260 million financing
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 ...
Covington promotes Chilean in New York
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. ...
Covington Advises NFL on DirecTV Deal
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 ...
Covington Advises Samsung in PrinterOn Acquisition
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 ...
S.E.C. Commissioner Rebukes His Colleagues
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 ...
Covington Advises AstraZeneca on Strategic Transaction with Almirall in Respiratory Disease
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 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 ...
Covington Advises Steve Ballmer on Clippers Purchase
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 ...
Covington Advises Forest Laboratories in $1.1 Billion Acquisition and $415 Million Royalty Monetization
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.
Covington Advises Horizon Discovery on AIM 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 ...
Covington Advises Charles Stanley Securities and WG Partners on the Admission to AIM of Venture Life Group plc
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, ...
Covington Advises BBVA in Acquisition of Simple
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 ...
Banking Group To Withdraw Suits Over Volcker Rule
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 ...
Covington’s J. D. Weinberg Presents at Bank Director’s Conference on Strategic Mergers
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
Covington Advises Aspera on Its Sale to IBM
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 ...
Covington Advises Rightster on AIM IPO
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 ...
Covington Receives Two M&A Atlas Awards
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 ...
Covington Wins Six LMG Life Sciences Awards
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
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 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 17, 2013, Covington Advisory
Covington Wins Two American Lawyer Global Legal Awards
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 ...
Covington’s Peets and Prescott, Named “Best in Copyright” and “Best in Investment Funds”
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 ...
Covington Advises Canaccord Genuity Ltd and WG Partners on Lombard Medical Fundraising
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 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 ...
The EU Alternative Investment Fund Managers Directive: Impact on non-EU Fund Managers
May 15, 2013, Webinar
Toro and Winner Named Top Women Lawyers in California
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 ...
Covington Advises MyPublisher in Shutterfly Merger
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
Covington Advises Grupo Sura in $516 Million Acquisition
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, ...
Covington’s Razi and Zern Named ’Rising Stars’
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 ...
Writings on the Wall: Considerations in Designing and Implementing Effective Information Barriers
April 2013, IAA Newsletter
Covington’s Bruce Deming “Attorney of the Year”
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 ...
Congressional Leader Howard Berman Joins Covington
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
Senator Jon Kyl Joins Covington
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 ...
Covington Advises The Hut Group on an Equity Fundraising
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 13, 2013, Covington E-Alert
February 12, 2013, Covington E-Alert
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 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 ...
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 ...
Covington Opens New Office in Seoul
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 ...
Covington Advises Armani on UK Acquisition
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 ...
Covington Promotes 15 Lawyers to Partnership
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 ...
Covington Lawyers Recognized by NY Super Lawyers
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 ...
Seven Covington Lawyers Named ‘2013 Lawyer of the Year’
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
Covington Advises Meda on Acquisition of Jazz Pharmaceuticals’ Women’s Health Products
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 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 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
Covington Advises Cell Medica on Equity Investment
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 ...
Dodd-Frank Update: SEC Adopts Rules on Compensation Committee Independence and Compensation Advisers
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 ...
Covington Adds Leading Latin America Attorney
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 ...
Covington Advises SandRidge Energy in $130 Million Sale of Tertiary Assets to Morgan Stanley Global Private Equity
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 ...
Covington Advises UCB in Brazil Acquisition
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 ...
May-June 2012, Deal Lawyers
May 30, 2012, Covington E-Alert
Covington Names Nash and Walter to Lead London Office
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 ...
Covington Advises SeaChange International on Media Sale
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
Covington Expands New York Capital Markets Practice
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 ...
Covington Advises Armani on New Franchise Agreement
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 ...
Covington Advises SandRidge on Royalty Trust IPO
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
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 p