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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, 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.
Represented Altice in its $9.1 billion acquisition of Suddenlink.
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.
Represented American Airlines in a software development and outsourced technology services agreement with HP for a next generation reservation, inventory, and availability system.
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.
BiddingForGood, Inc., in its sale to FrontStream Holdings, Inc. a portfolio company of Arsenal Capital Partners.
Advised BiddingForGood in its recent Series E financing. BiddingForGood is the leading online auction platform for charitable entities.
Represented Oplink Communications in its $445 million acquisition by Koch Industries.
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.
Represented PG&E Corporation in the restructuring of its regulated utility and as co-proponent of PG&E’s confirmed plan.
Represented a Fortune 500 company in a €400 million pan-European account receivable securitization funded through a commercial paper conduit.
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.
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.
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
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.
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.
Represented The National Football League on its next generation data collaboration with Sportsradar, a European sports data company.
Represented the NFL in the $1.4 billion sale and related $200 million financing of the Buffalo Bills franchise to Terry and Kim Pegula.
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.
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.
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.
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.
Represented OCP in its R$145 million acquisition of an approximately 10% stake in Fertilizantes Heringer S.A.
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.
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.
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.
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.
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.
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.
Advised EverString Innovation Technology in a $12 million Series A financing.
Represented Procter & Gamble in the $3.1 billion sale of its global pharmaceuticals business to Warner Chilcott.
Represented Union Pacific Railroad as the largest creditor in this Chapter 15 cross-border bankruptcy case.
Advised Prosper Marketplace, Inc. in its acquisition of American Healthcare Lending, LLC and merger with Prosper’s wholly owned subsidiary, Prosper Healthcare Lending, LLC.
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.
Advised Prosper Marketplace in its last six rounds of financing, including its most recent $165M Series D financing.
Represented Patriot Financial Partners in its investments in in BNC Bancorp and Palmetto Bancshares.
Represented Chapter 11 debtor in its bankruptcy liquidation.
Represented Pepco Holdings in its $1.7 billion sale of electric generation assets to Calpine Corporation.
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.
Advised AstraZeneca as lead investor in a $20 million Series C funding round of PhaseBio Pharmaceuticals, a clinical-stage biopharmaceutical company.
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.
Representation of leading secondary market participants for the last ten years in transactions totaling in excess of $10 billion.
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.
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.
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.
Represent Wilmington Trust Company, as indenture trustee for $49 billion of bonds and as Co-Chair of creditors’ committee.
Represented Lightbridge Communications in its $240 million acquisition by Tech Mahindra Ltd.
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.
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.
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.
Represented Johnson & Johnson in a $2 billion registered public offering of its investment grade debt securities.
Represented JLG in its $3.2 billion merger with Oshkosh Truck.
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.
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.
In 2014 and 2015 to date, we have represented issuers or underwriters in 22 initial public offerings, including IPOs for UniQure, Horizon Discovery Group, Bankwell Financial Group, Bellicum Pharmaceuticals, Kite Pharma, Indivior plc and Automobile Association.
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.
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.
Represented Joy Global in its $1.5 billion acquisition of International Mining Machinery Holdings Ltd.
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.
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.
Represented Kamylon Capital and its portfolio company, Forgitron Technologies LLC, in the sale of substantially all of Forgitron’s assets to Accuride Corporation.
Represented Kerr-McGee Corporation in its $18 billion sale to Anadarko Corporation.
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.
Represent Wilmington Trust Co., as administrative agent and collateral agent for debtor in possession financing in this Chapter 11 case.
Represent Office Cherifien Des Phosphates as member of creditors committee in this Chapter 11 case.
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.
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.
Advised Microsoft in relation to the data protection aspects of the purchases of Nokia’s device and services business and Skype.
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.
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.
Represented Keefe, Bruyette & Woods, as underwriters, in the $38.12 million initial public offering by National Commerce Corporation on Nasdaq.
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.
Represented Steve Ballmer in his $2 billion acquisition of the Los Angeles Clippers from The Sterling Family Trust.
Represented a major U.S. investment bank in developing and structuring a liquidity alternative for auction rate securities investors.
Represented Lombard Medical in its $55 million initial public offering on Nasdaq and re-domiciliation.
Represented Microsoft in the $4.5 billion winning bid in the auction of Nortel Networks Corporation’s 6000 patents and patent applications.
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.
Represented Microsoft, as IP, commercial, and regulatory counsel, in its $7 billion purchase of substantially all of Nokia’s devices & services business.
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.
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.
Represented Chapter 11 trustee and represent Plan Administrator in insurance coverage matters.
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.
Represented Telular Corporation in its $253 million acquisition by Avista Capital Partners.
Represented Synchrony Financial as bank regulatory counsel in its $2.875 billion initial public offering on NYSE.
Represented TouchTunes Music Corporation in its acquisition of White Rabbit Game Studio, LLC.
Represented The Hut Group Limited on an equity fundraising.
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.
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.
Represented private equity firm Veritas Capital as regulatory counsel during its pending 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.
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.
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.
Represent First Wind in connection with coverage and related bankruptcy issues arising under debtors’ liability insurance policies in this Chapter 11 case.
Represented WSFS Financial Corporation in its acquisition of First Wyoming Financial Corporation.
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.
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.
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.
Represent Fortune 100 companies in the consumer goods, health insurance, and technology industries with respect to sensitive, ongoing securities disclosure, and compliance matters.
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.
Served as communications regulatory counsel to Tribune Company in its $2.73 billion acquisition of Local TV Holdings, LLC.
Represent shareholder defendants in avoidance actions brought by creditor representatives and plan trustee.
Represented UBS in the negotiation of a new long-term services agreement with Bloomberg for the calculation and administration of commodities indices.
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.
Represented University of Pennsylvania in the structured sale of a portion of its worldwide royalty interests in Juxtapid.
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.
Represented Procter & Gamble in its sale of Noxema skin care brand in the US, Canada, and certain portions of Latin America to Alberto Culver.
Represented Incline Equity Partners in the sale of portfolio company Portec Group to The Interroll Group.
Represented Rightster Group plc. in the listing of its shares to the AIM market of the London Stock Exchange.
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.
Represented Coty, Inc. in its $380 million sale of the Orajel brand and other brands of Del Pharmaceuticals to Church & Dwight.
Represented Salix Pharmaceuticals Ltd. in its $2.6 billion tender offer acquisition of Santarus Inc.
Represented Salix Pharmaceuticals, Ltd. in its $2.6 billion acquisition of Santarus, Inc.
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.
Represented Omthera Pharmaceuticals in its $443 million merger with AstraZeneca.
Represented ThreatGRID, Inc. in its sale to Cisco Systems, Inc.
Represented Procter & Gamble in its sale of ThermaCare to Wyeth Consumer Healthcare.
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.
Representation of an international fund sponsor in connection with the launch of a fully AIFMD compliant fund targeting €500 million of capital commitments.
Represented a pharmaceutical company in outsourcing its recruitment and employee training functions.
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.
Represented Microstrategy in transactions related to the development of social media apps that leverage big data.
Represented Snow Phipps Group in its acquisitions of ITSolutions, the IT services business of NetStar-1, Inc. (now 2020 LLC), and Service Champ.
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.
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.
Represented Hanesbrands Inc. in its $2.4 billion spin-off from Sara Lee, Inc. and listing on the NYSE.
We routinely represented Fortune 500 companies in the pharmaceuticals, consumer goods, and health insurance industries with respect to multibillion dollar share repurchase programs.
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.
Represented SandRidge Energy in its $2.1 billion sale of oil and gas assets in the Permian Basin to Sheridan Production Partners.
Represented Salix Pharmaceuticals, Ltd. in its $750 million offering of 6.00% senior notes due 2021.
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.
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.
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.
Represented AstraZeneca in its $4.3 billion acquisition of its diabetes collaboration from Bristol Myers Squibb.
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.
Represented AstraZeneca in a technology and data collaboration for the development of a new medical outcomes data research and analytics system with Healthcore.
Represented Investment Funds affiliated with Athyrium Capital Management in a $100 million senior secured credit financing transaction for Cipher Pharmaceuticals to fund acquisitions.
Represented Avnet, Inc. in a registered offering of $350 million of 4.875% Notes due 2022.
Represented Forgitron Technologies, LLC in contract rejection contested matter in this Chapter 11 case.
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.
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.
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.
Represented Aristocrat Leisure Limited in its $1.28 billion acquisition of Video Gaming Technologies, Inc.
Represented American Airlines on a series of global ticket inventory distribution arrangements with Amadeus, Sabre, and Travelport.
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).
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.
Represented Allergan in its $2.1 billion acquisition of KYTHERA Biopharmaceuticals, Inc.
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.
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.
Represented American Airlines in information technology services agreements with Amadeus, Sabre, HP, and ITA Software.
Represented Aristocrat Leisure Limited in its $1.4 billion financing in connection with its acquisition of Video Gaming Technologies, Inc.
Represented Apple Leisure Group in a series of information technology transactions, including electronic distribution agreements with hotels.
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.
Represented National Geographic Society and affiliates as large unsecured creditors and contract counterparties in this Chapter 11 case.
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.
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.
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.
Represented CHEP USA in an information technology outsourcing to Dell.
Represented Chemtrade Logistics Income Fund in its $860 million acquisition of General Chemical Holding Co.
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.
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.
Represented Wilmington Trust Co., as indenture trustee, in connection with contested plan proceedings in this Chapter 11 case.
Represented BBVA in its $114 million acquisition of Simple Technology Finance Corp.
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.
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.
Represent U.S. and international investors in bespoke CDO, variable rate note, equity- and credit-linked note, and other complex structured product investments.
Represented officer and director defendants in coverage dispute related to claims asserted against them by bankruptcy estate representative.
Represented Borrego Solar Systems, Inc. in connection with its $47 million project finance fund with partners U.S. Bank and East West Bank.
Represented BCD Semiconductor Manufacturing Limited in its $151 million acquisition by Diodes, Inc.
Represented defendant in avoidance action brought by SIPA trustee.
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.
Represented the creditor’s committee in the Chapter 11 case of this equipment rental company.
Represented Wilmington Trust Company as indenture trustee and member of creditors’ committee in this Chapter 11 case.
Represented bidder in connection with Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Represented Giorgio Armani in its acquisition of the retail and wholesale business from long-term retail partner Club 21.
We represented Abbott Laboratories in connection with its global spin-off of its pharmaceutical research business, and creation of a new global enterprise, AbbVie.
Represented Kayne Anderson Capital Advisors in connection with the acquisition of commercial rights to Pelé’s name and likeness.
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.
Represented Indivior plc in its $1.6 billion demerger transaction from Reckitt Benckiser Group plc and listing on the LSE.
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.
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.
Represented Tom Benson, owner of the New Orleans Saints, in his acquisition of the New Orleans Hornets NBA franchise.
Represented Coty, Inc. in its $800 million acquisition of Unilever’s global prestige fragrance business.
Represented Consort Medical plc on its £230 million acquisition, of Aesica Holdco Limited and its operating subsidiaries from Silverfleet Capital and management shareholders.
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.
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.
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.
Represented Union Pacific Railroad as a creditor in this Chapter 11 case.
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.
Represented GHL Acquisition in its $591 million acquisition of Iridium Holdings.
Represented The Goodyear Tire & Rubber Company in a $620 million refinancing of a revolving credit facility for its European businesses.
Represented Christopher Cohan in his $450 million sale of the Golden State Warriors NBA franchise.
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.
Advised Football Sports Development on the formation of the Indian Super League (ISL).
Represented Famy Care Limited in its $750 million sale of its women's health business to Mylan Laboratories Limited.
Advised Facebook, in connection with its acquisitions of Instagram, Oculus, WhatsApp and other entities.
Assisted in the structuring of multi-billion dollar bank facilities to finance the manufacture and delivery of major defense systems to foreign governments under Foreign Military Sales (FMS) contracts.
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.
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.
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.
Represented Keefe, Bruyette & Woods with FIG Partners LLC, as co-placement agent, in the $75 million offering of subordinated debt by Fidelity Bank.
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.
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.
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.
Representation of the Walt Disney Company in its $7 billion acquisition of Infoseek Corporation.
Representation of Canadian Satellite Radio Holdings, Inc. in a $100 million bond offering.
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.
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.
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.
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.
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 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.
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.
Morgan Stanley as financial advisor to Vivint Solar, Inc. in its $2.2 billion acquisition by SunEdison, Inc.
Borrego Solar Systems Inc. in connection with the sale of its residential solar division to groSolar Inc.
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.
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.
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.
HaloIPT, a leading provider of wireless charging technology for electric road vehicles, in the acquisition of all its technology and assets by Qualcomm Incorporated.
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.
Advise government contractor regarding acquisition of another government contract with significant environmental-related contracts.
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.
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.
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.
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.
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.
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.
LIN TV Corp. in its acquisition of Red McCombs Media, an online advertising company and one of Inc. magazine’s fastest-growing private companies.
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.
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.
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.
Developed an international benefits plan for employees in Dubai, the U.S., and the UK.
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.
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.
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.
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.
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.
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.
Advised Bacardi in its joint venture with Anheuser-Busch for the creation and marketing of the BACARDI SILVER product and follow-on “malternative” products.
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.
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.
Advised private equity firm Cyrte Investments on a major investment in a co-production with a Chinese studio.
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.
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.
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 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.
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.
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.
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.
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.
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.
Representation of a global content provider in its global partnership with an international telecommunications provider to develop and operate a 3G mobile music service.
Advised Consort Medical plc on employment and benefits issues arising from its £230 million acquisition of Aesica Holdco Ltd.
Advised Giorgio Armani S.p.A. on employment and benefits aspects of the acquisition of its retail and wholesale UK business from Club 21.
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.
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.
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.
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.
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.
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.
Assisted with employment and variable compensation aspects of the hire of a European CEO for a FTSE-listed company.
Persuaded IRS to drop examination of certain transfer pricing payments for use of intangibles involving hundreds of millions of dollars of payments.
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).
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.
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.
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.
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.
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.
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, Inc., an oil and natural gas exploration and production company in its $1.2 billion acquisition of Dynamic Offshore Resources, LLC.
SandRidge Energy, Inc. in its initial public offerings of three royalty trusts sponsored by SandRidge, with aggregate proceeds of $1.5 billion.
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, Inc., a natural gas and crude oil exploration and production company, in a $1.1 billion secured revolving credit facility.
Represented a U.S. public company in the sale of its pension fund’s $128 million portfolio of private equity interests.
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.
Represented Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud-printing firm PrinterOn.
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.
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.
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.
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.
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.
Lobbying state governments and developing league-wide policies regarding the state taxation of visiting players and teams in almost every state in the country.
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.
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!
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.
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.
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.
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.
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.
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.
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.
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.
Represented the NHL in connection with the Montreal Canadians' securitization of naming rights revenues for Bell Centre in Montreal.
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.
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.
Secured “no change” letters in income tax audits of two sports leagues and three leagues’ for-profit affiliates (five separate audits).
Advised Microsoft in relation to expatriate issues arising from post-acquisition integration with Nokia’s global mobile phone business.
Representation of a Mexico-based multi-system cable operator in a joint venture with a Mexico-based local and long-distance telecom company.
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.
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.
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.
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.
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.
Outside tax counsel to the Investment Company Institute (ICI), the national association of U.S. investment companies, including mutual funds, closed-end funds, exchange-traded funds and unit investment trusts. Members of ICI manage over $13 trillion in assets and serve over 90 million shareholders. Our representation consists primarily in advising ICI on developments that affect the taxation of its member funds and their shareholders and advocating on behalf of the industry before Congress, Treasury and the IRS. Recent activity includes representing ICI in obtaining enactment of the 2014 technical corrections to the RIC Modernization Act and in connection with a proposed method of accounting for gains and losses of shareholders in certain money-market funds.
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 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.
OptiSolar Inc. in the sale its project development business to First Solar, Inc. in an all-stock transaction valued at approximately $400 million.
Representing a very large Korea multinational company in its acquisition of an IT company located in North America.
Represented Pandora Media, Inc. in its acquisition of Next Big Sound, Inc.,
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.
Advised Pepco Holdings in its $6.83 billion sale to Exelon Corp.
Litigating a matter before the Tax Court involving the taxable nature and deductibility of meal expenses on behalf of the Boston Bruins. The matter being litigated 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.
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.
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 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.
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.
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.
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.
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, 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.
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.
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 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.
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.
Representation of Applied Security in Fairfax County Circuit Court in a trade secret and employee agreement contract dispute.
ExxonMobil Corp. on antitrust aspects of its acquisition of XTO Energy, Inc.
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.
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.
Advise multiple pharmaceutical manufacturers and developers regarding acquisitions and sales of manufacturing facilities.
Represented the purchasing LLC in the $52 million CMBS-financed acquisition of the Le Meridien Hotel at the Dallas Galleria.
Advise European telecommunications company regarding acquisition of US telecommunications company.
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.
Advise a Canadian quasi-governmental entity in connection with its request for tax-exemption as a 501(c)(6) association.
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.
Representation of Fairfield Language Learning, the developer of Rosetta Stone software, in a leveraged buyout transaction by ABS Capital and Norwest Equity Partners.
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.
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.
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.
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.
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 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.
Advised a U.S. foundation that will promote traveling art tours through South America.
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.
Advising a leading multinational pharmaceutical company on its agreement with a Nasdaq-listed drug manufacturer to develop and market its linaclotide capsule in China.
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.
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 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).
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.
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.
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.
Representation of Check Point Software Technologies in its acquisition of NFR Security and proposed acquisition of Sourcefire.
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.
Representation of a client in connection with obtaining UK merger clearance for the sale of a UK cable business.
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.
Representation of a client in financing a national wireless telecommunications system in India.
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.
Conducting due diligence on China device regulatory matters for a large multinational device company’s acquisition of a large Chinese device company.
Advising major Hollywood studios on film projects in China.
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.
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.
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.
Represented Barclays in connection with its acquisition of the naming rights to Barclays Center in Brooklyn, New York, for a term of 20 years.
Barrington Broadcasting in a novel four-station shared services/joint-sales arrangement with Granite Broadcasting for coordinated television station operations in two markets.
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.
Financing transactions associated with the development, expansion and operation of Calpine Corporation's geothermal energy portfolio, which is one of the largest geothermal resources in the world.
CBSInteractive in various service agreements for digital media, wireless, and advertising services.
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.
Represent a number of multinational companies in various industries on the tax aspects of collaboration agreements.
Advice regarding sponsorship and financing negotiations for the proposed USA Pavilion at the 2010 Shanghai World Expo.
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.
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.
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.
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.
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.
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.
Represented Indian Energy Limited, an independent power producer operating wind farms in India, in a recommended all-share takeover by Infrastructure India plc.
Represented HealthpointCapital in its minority investment in ScientX and subsequent acquisition of its France-based parent through a tender offer.
Represented Healthcare Services and Solutions in a collaboration agreement with MedCPU for the development of a new clinical-decision support system and related services.
Represented HealthSouth Corporation in its public offering of $300 million of its 5.125% senior notes due 2023.
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.
Represented HaloIPT, a leading provider of wireless charging technology for electric road vehicles, in Qualcomm’s acquisition of its assets and technology.
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.
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.
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.
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.
Represented Illumina on a strategic alliance with Genomics England for a four-year project to decode 100,000 human genomes in the UK.
Represented Horizon Discovery Group plc in its £68.6 million initial public offering on AIM.
We routinely advise corporations and trade associations in connection with corporate political disclosure policies and practices.
Represented Copa Airlines in a technology services agreement with Sabre for its SabreSonic Customer Sales & Service (CSS) reservations system.
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.
Represented Contech Engineered Solutions in its acquisition of Filterra Bioretention Systems from Americast, Inc.
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.
Represented CVG, Inc. in its sale to Integral Systems, Inc.
Represented Union Pacific Railroad as a creditor in this Chapter 11 case.
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.
Advised LanzaTech in a $60 million Series D financing led by Mitsui & Co., Ltd. and Guardians of New Zealand Superannuation Fund.
Advised Tencent Holdings Limited in connection with its investment activities relating to public and private companies.
Advised Tencent Holdings Ltd. on its $50 million investment in Ontario-based KIKInteractive, Inc., a messenger application with more than 200 million registered users.
Represent collateral managers in numerous CDO and CLO transactions.
Represented Colbeck Capital Management LLC, as the arranger of the secured debt financing for Kadmon Pharmaceutical’s acquisition of Three Rivers Pharmaceuticals.
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.
Represented a Hospital Network in connection with the negotiation of a license and service agreement for an enterprise-wide Electronic Medical Records (EMR) system.
Represented Wilmington Trust Company, as indenture trustee, as member of ad hoc committee of noteholders in this Chapter 11 case.
Represented ad hoc committee of secured noteholders in connection with Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Represent Ontario Hockey League as creditor and contract counterparty in the EHCL Chapter 11 case.
Represented Babcock & Brown in the financing of three ethanol production facilities.
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.
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.
Represented Duke University in the sale of a portion of its worldwide royalty interests in Myozyme and Lumizyme.
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.
Represent debtor in chapter 11 case with respect to insurance matters in connection with breast-implant liabilities.
Represented defendants in avoidance action brought by creditors’ committee in this Chapter 11 case.
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.
Represented Horizon Discovery Group plc with the real estate aspects of its $48 million (£29M) acquisition of Sage Labs Inc.
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.
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.
An independent power producer on potential acquisition of hydroelectric facilities.
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.
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.
Advised on employment and variable compensation aspects of dual US/UK employment contract for senior executive of FTSE 100 company.
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.
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.
Representing Wood Fuels LLC in development and financing of a wood pellet production facility in North Carolina.
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.
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.
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.
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).
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.
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.
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.
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.
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., 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.
The Washington Post Company in connection with its sale of Newsweek.
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.
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”).
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.
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.
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.
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).
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.
Smart grid technology company in connection with its acquisition by a Fortune 200 company.
Energy Conversion Devices, Inc. in its acquisition of Solar Integrated Technologies, Inc., an AIM-listed leading provider of building integrated photovoltaic roofing systems.
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.
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.
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.
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.
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.
Representation of Altice N.V., in its $18 billion acquisition of Cablevision Systems Corp. and its $9.1 billion acquisition of Suddenlink.
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.
Representation of China National Tire & Rubber Co., in its $7.7 billion acquisition of Pirelli.
Representation of Merck in its $41 billion merger with Schering-Plough.
Advised Newport Television LLC in connection with the sale of broadcast television stations to Sinclair Broadcasting, Nexstar Broadcasting, and Cox Media Group.
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.
Representation of Qualcomm in connection with its acquisition of CSR plc, with filings in China, Germany, Japan, Korea and Taiwan.
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.
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.
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).
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.
Represented oilfield services company Ameron International in obtaining antitrust clearance for its acquisition by National Oilwell Varco.
Representation of Chemtrade Logistics Inc. in obtaining merger review clearance for its $860 million acquisition of General Chemical Corp.
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.
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.
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.
Advised the National Football League in numerous licensing and other transactions.
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.
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.”
Covington advised Aristocrat Leisure Ltd. in its $1.3 billion acquisition of Video Games Technology Inc. (VGT). Aristocrat is a leading seller of Class III slot machines and video games bought by casinos around the world and VGT is the leading seller of Class II slot machines and video games to Native American-owned casinos in the United States. Covington regularly advises Aristocrat on antitrust transactional and other matters.
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.”
July 20, 2016, CovBrands
On 6 July 2016, the Court of Appeal of England and Wales upheld the validity of injunctions requiring the five leading Internet service providers (“ISPs”) in the UK to block consumer access to websites marketing counterfeit goods and infringing trademarks. Significantly, the ISPs, as intermediaries for the infringement, were burdened with the costs of ...
Covington announced its support of the MA Fashion course at Central Saint Martins (CSM) towards the end of last year. Since then, we have provided a number of practical workshops to the students enrolled in the course. Our aim is to equip aspiring designers with important legal and commercial knowledge as they near graduation. The … Continue Reading
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 5, 2016
On June 23, 2016, the UK voted in an advisory referendum to leave the European Union. The impact of Brexit in the medium-to-long term will very much depend on the form a post-Brexit UK will take, the relationship that the UK chooses to have with the EU, and the relationship that the EU is willing to accept. That will not become clear for some time as it will ...
July 1, 2016, Law360
Van Ellis and John Hurvitz are quoted in a Law360 article regarding Ellis’ arrival as a partner in the firm’s life sciences transactions practice. According to Ellis, who says he is drawn to how Covington deals with some of the largest and most complex transactions in the industry, “Every deal is different than the other deals. There are innovative aspects of ...
June 28, 2016, Covington Alert
The SEC’s Division of Corporation Finance (the “Division”) recently issued updated interpretive guidance on the use of non-GAAP financial measures. This guidance reflects an increasingly assertive position taken by the SEC in recent months regarding public companies’ use of numerical measures of performance, financial position or cash flows that are not ...
June 24, 2016, Covington Alert
The UK has voted to leave the European Union in an advisory referendum. 52% leave - 48% remain.
Were the UK to leave the EU, this would have significant implications for the UK and for international businesses operating in the UK. The longer term impact of the decision on the regulatory framework for the UK will depend, in part, on the relationship that the UK ...
June 21, 2016
SILICON VALLEY—Covington advised Tencent Holdings Limited, a leading provider of internet service in China, in connection with its acquisition of a majority stake in Supercell from SoftBank. A consortium established by Tencent will acquire up to 84% of Supercell for $8.6 billion in a transaction valuing Supercell at approximately $10.2 billion.
Supercell is a ...
June 20, 2016
WASHINGTON—Van Ellis has joined Covington as a partner in its life sciences transactions practice, resident in Washington.
Mr. Ellis has extensive experience in a wide variety of technology-based transactions and corporate matters in the life sciences field, from billion-dollar global collaborations to daily commercial and operational matters. He also counsels ...
June 17, 2016
LONDON—Euromoney Legal Media Group has selected four Covington lawyers for its annual “Europe Women in Business Law Awards.” The awards honor women in the legal sector across Europe.
The Covington lawyers recognized are:
Louise Nash, Best in Mergers & Acquisitions. Ms. Nash focuses on M&A and other transactional matters for clients in the consumer brands, ...
June 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 ...
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 1, 2016, Inside Compensation
Long considered to be at the forefront of providing benefits to employees who take family and medical leave, California recently enacted a new law aimed at increasing the benefits paid out to employees who take time off to care for an ill or injured family member or for new child bonding. Meanwhile, San Francisco’s Board … Continue Reading
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. ...
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 26, 2016
NEW YORK—Corporate Board Member magazine has once again named Covington to its list of the top 25 corporate law firms. The “America’s Best Corporate Law Firms” survey asks directors and general counsels at publicly traded companies to identify the firms they would most likely retain for a variety of legal matters.
“Covington is proud that we are regarded by our ...
May 13, 2016, American Banker
Christopher DeCresce is quoted in this American Banker article exploring whether more fintech companies will seek bank charters. According to DeCresce, one sector in fintech that may soon be forced to look at the option is marketplace lenders. "They have to register in every state they want to do business in, and that can be a cumbersome process," he says. "A ...
May 13, 2016, Law360
Keir Gumbs is quoted in a Law360 article providing key takeaways from new equity crowdfunding rules. According to Gumbs, new rules and regulations take time to absorb. “It will be probably years, not months, before we really have a good sense for what exactly these rules hold in terms of opportunities for a new form of capital raising,” he says.
May 10, 2016, Harvard Corporate Governance
May 6, 2016, Law360
Eric Blanchard is quoted in a Law360 article examining $471 million in initial public offerings from the week of May 9. According to Blanchard, "We're in a position of watchful waiting at the moment." He continues, “If we see these four or five deals go well, hopefully we will see another round of deals and get some momentum going."
May 6, 2016, Covington Alert
New York’s highest court, in an opinion1 issued yesterday, adopted as New York law the test established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (“MFW”)2 for applying the business judgment rule to the review of going-private transactions by controlling shareholders. This important decision clarifies the standards applicable to directors of ...
April 29, 2016, CovBrands
On 25 April, the German Higher Regional Court in Frankfurt filed a request for a preliminary ruling with the European Court of Justice (“ECJ”) in a case that turns on the ability of branded goods manufacturers to protect the reputation of their brands by controlling online trade. Coty is suing one of its authorised distributors, … Continue Reading
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 28, 2016, Bloomberg Brief
Keir Gumbs is quoted in this "Bloomberg Brief" looking at the SEC’s “disclosure effectiveness” project. According to Gumbs, “The project is a lot less about taking things out. It’s evolved to look at the intersection between materiality and sustainability disclosure.”
April 27, 2016, Covington Alert
In late April 2016, federal financial regulators began the process of re-proposing rules (the “Proposal”) to implement restrictions on incentive-based compensation required by Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 956 directs a number of federal regulators (the “Agencies”) to jointly issue ...
April 25, 2016
The recent decisions of the United States District Court for the Southern District of New York in the Marblegate and Caesars Entertainment cases contain language that suggests a significant departure from the widely understood meaning of TIA Section 316(b) that has prevailed among practitioners for decades. These cases have introduced interpretive issues that ...
April 20, 2016
LOS ANGELES — Covington partners Emily Henn, Robyn Polashuk and Sonya Winner have been named to the Daily Journal’s annual list of “Top Women Lawyers” in California. The list recognizes 100 lawyers who “try complex commercial disputes and put together industry-transforming deals.”
Ms. Henn, based in the firm’s Silicon Valley office, co-chairs the firm’s Class ...
April 12, 2016
NEW YORK — Covington advised Turner Sports on the extension of its rights to distribute the NCAA men’s basketball tournament via a partnership with CBS. With the extension in place, Turner and CBS will hold the media rights for “March Madness” through 2032.
The new agreement allows the networks to distribute the tournament games across a wide range of their ...
April 8, 2016
NEW YORK — Covington advised Emmy and Golden Globe-winning producer Ben Silverman on the creation of Propagate Content, a media production and distribution company. A+E has agreed to fund the company with $30 million in equity and has committed to buy $15 million in scripted or unscripted projects in a five-year deal.
Propagate has already signed Will.i.am and ...
April 4, 2016, Law360
Keir Gumbs and Donald Murray are quoted in this Law360 article exploring the 506(c) provision and Regulation A-Plus of the JOBS Act. According to Gumbs, 506(c) has had the “biggest impact” to date among the various avenues for private companies the JOBS Act created, and it’s drawing interest from startups and established companies alike.
Murray thinks ...
March 24, 2016
NEW YORK - Covington advised the underwriters in the $45 million initial public offering of common stock of Senseonics Holdings, Inc. The offering closed on March 23, 2016. Shares of Senseonics trade on the NYSE MKT under the ticker “SENS.”
Senseonics develops continuous glucose monitoring systems for patients with diabetes. Its Eversense product consists of ...
March 18, 2016, Law360
Donald Murray is quoted in this Law360 article regarding the SEC’s new streamlined review process. Murray says, “If you pick up a prospectus for an early-stage life sciences company, the piece that would get the bulk of staff comments in other industries, the financials, they’re very basic, not much to comment on.”
March 16, 2016, Covington Alert
March 10, 2016
NEW YORK — Covington represented MidFirst Bank in its acquisition of 1st Century Bancshares, Inc. 1st Century is a publicly traded bank-holding company of 1st Century Bank of Los Angeles.
Simultaneously with the closing of the acquisition, 1st Century Bank will be merged into MidFirst Bank. Following these transactions, the business of 1st Century Bank will ...
March 7, 2016
LONDON — Carlo Kostka has joined Covington’s global financial institutions practice resident in the firm’s London office.
Most recently Mr. Kostka served as co-head of UniCredit's legal department, where he was responsible for international legal operations, including all legal matters related to the corporate and investment banking division, significant ...
March 1, 2016
LONDON — Covington advised AstraZeneca on an agreement with ProStrakan Group, a subsidiary of Kyowa Hakko Kirin Co. Ltd., for the rights to Moventig (naloxegol) in the European Union (EU), Iceland, Norway, Switzerland and Liechtenstein.
Moventig is the first once-daily, oral peripherally-acting mu-opioid receptor antagonist (PAMORA) approved in Europe for the ...
February 8, 2016, Inside Compensation
On January 20, the Department of Labor’s Wage and Hour Division (WHD) issued new guidance on joint employment under the Fair Labor Standards Act (FLSA). The guidance marks the third time in recent years that WHD has stressed the broad definition of “employment” under the FLSA, following June 2014 guidance on joint employment in the … Continue Reading
February 4, 2016, Covington Alert
February 3, 2016
WASHINGTON, DC — Covington assisted the National Football League in negotiating its partnership with CBS and NBC to produce and televise "Thursday Night Football" for the 2016 and 2017 seasons.
In addition to continuing its Thursday Night Football partnership with CBS, the NFL is adding NBC as a partner, with both networks set to air five Thursday Night Football ...
January 29, 2016
NEW YORK — Latinvex has named Covington partner Gabriel Mesa among its “Latin America’s Top 100 Lawyers” for the third year in a row.
Resident in the firm’s New York office, Mr. Mesa counsels corporations in joint ventures and private mergers and acquisitions in Latin America and other emerging markets, as well as in the United States. His work spans venture ...
January 28, 2016, Bloomberg BNA
Keir Gumbs is quoted extensively in this Bloomberg BNA article regarding his participation in “Bloomberg Law: Corporate Transactions” webinar. According to Gumbs, the SEC rule that will play a major role in proxy access, “is going to be an important area for staff guidance this year.”
January 26, 2016, Inside Compensation
As noted in our earlier blog post, the U.S. Supreme Court’s 2014 decision Fifth Third Bancorp v. Dudenhoeffer made clear that participants bringing stock-drop cases are subject to heightened pleading standards to help “divide the plausible sheep from the meritless goats.” In its first substantive ruling in a post-Dudenhoeffer stock-drop case, the U.S. Supreme ...
January 13, 2016
LONDON — Covington advised AstraZeneca, along with its global biologics research and development arm, MedImmune, on a new collaboration with Moderna Therapeutics to discover, co-develop and co-commercialize messenger RNA (mRNA) therapeutic candidates for the treatment of a range of cancers. The collaboration is in addition to the agreement announced by the ...
December 23, 2015, Bloomberg Business
Louise Nash was interviewed by Bloomberg Business television for a live segment featured on “Countdown,” discussing the 2015 M&A market and its high volume of transactions.
December 18, 2015, Covington Alert
December 17, 2015
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.
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 14, 2015, Covington Alert
December 10, 2015, Covington Alert
December 9, 2015
NEW YORK, December 9, 2015 - Covington advised Grupo P.I. Mabe, the leading producer of hygienic products in Mexico, on its sale to Ontex Group NV, a publicly listed company based in Belgium. The transaction is expected to close in the first quarter of 2016.
The transaction will require regulatory approvals in Mexico, the US and certain other countries, and has ...
December 9, 2015, Covington Alert
December 8, 2015, CovBrands
The UK Competition and Markets Authority (“CMA”) has opened an investigation into suspected anticompetitive arrangements relating to online sales of licensed sport and entertainment merchandise and other consumer products. The opening of the investigation follows raids on December 1, 2015 at the headquarters of Trod Limited, a UK retailer of toys and sports ...
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 ...
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 3, 2015, CovBrands
In a reminder that the agency still has an interest in “Made in the USA” claims, on November 20, 2015, staff from the U.S. Federal Trade Commission (“FTC”) issued a letter to Niall Luxury Goods, LLC (“Niall”) closing an investigation of the company’s claims that its watches are made in the United States. Although the Missouri-based … Continue Reading
December 1, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation
November 23, 2015, CovBrands
On 18 November 2015, the French competition authority announced that it had closed its investigation into Adidas’ online sales terms, after the company changed the terms. The French competition authority carried out this investigation in cooperation with the German Federal Cartel Office (the Bundeskartellamt). Adidas operates a selective distribution system ...
November 23, 2015
LONDON, November 23, 2015 — Covington represented Allergy Therapeutics, the AIM-listed specialty pharmaceutical company specializing in allergy vaccines, in the placement of ordinary shares raising approximately £11.5 million. The placement was conducted through an accelerated bookbuilding process with Panmure Gordon & Co acting as financial adviser, nominated ...
November 16, 2015
WASHINGTON, DC, November 16, 2015 - Covington advised Graham Holdings Company, a diversified education and media company, in its acquisition of Group Dekko, a manufacturer of electrical solutions for workspace, architectural lighting, and electrical components. The financial terms of the deal were not announced.
According to Timothy O’Shaughnessy, president and ...
November 1, 2015, Philadelphia Inquirer
Former Director of Transfer Pricing Operations in the Large Business & International Division of the IRS Samuel Maruca is quoted by the Philadelphia Inquirer in an article about taxes being paid by large companies, and the IRS’ attempt to settle “transfer-pricing” cases to ensure they are paying the correct amount. According to Maruca, "The IRS has become a lot ...
October 27, 2015, CovBrands
Covington recently announced its support for the highly esteemed MA Fashion course at Central Saint Martins (CSM) in London. CSM has an outstanding reputation for educating fashion students. Successful alumni of CSM include Alexander McQueen, Christopher Kane, Simone Rocha and Roksanda Ilincic. MA Fashion is the only course that has a show on the official … ...
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, CovBrands
Today, the Court of Justice of the European Union (the “CJEU”) invalidated the European Commission’s Decision on the EU-U.S. Safe Harbor arrangement (Commission Decision 2000/520 – see here). The Court responded to pre-judicial questions put forward by the Irish High Court in the so-called Schrems case. More specifically, the High Court had enquired, in ...
October 7, 2015, Covington Alert
September 30, 2015
NEW YORK - Covington advised the underwriters in the $106.1 million initial public offering by Austrian-based Nabriva Therapeutics AG of 10,350,000 million American Depositary Shares, representing 1,035,000 shares of Nabriva’s common stock. This was the first U.S. initial public offering by an Austrian company. The ADSs are now listed on the NASDAQ Global Market ...
September 21, 2015, CovBrands
On September 16, 2015, the Court of Justice of the European Union (“CJEU”) responded to three preliminary questions referred to it last year from the High Court of England and Wales. The CJEU gave guidance on the registrability or otherwise of 3-dimensional shapes as trade marks. Although the facts concerned the bitterly fought dispute concerning … Continue ...
September 3, 2015
NEW YORK, September 3, 2015 — UCB and Lannett Company, Inc. announced they have entered into a definitive agreement providing for the acquisition of UCB’s U.S. specialty generics subsidiary, Kremers Urban Pharmaceuticals Inc., by Lannett. UCB will receive upfront cash proceeds of US $1.23 billion upon closing, which is subject to regulatory approval and other ...
August 20, 2015, Inside Compensation
As people head off on their summer breaks, regulators in Europe, particularly Germany, are increasingly focused on the breakdown of the division between home and work life and how this division is changing as mobile devices become used for work-related emails. Regulators are considering new rules that would limit an employer’s ability to require employees … ...
August 20, 2015
SAN FRANCISCO, August 20, 2015 — Covington advised Tencent Holdings Ltd. on its US$50 million investment in Ontario-based Kik Interactive, Inc., a messenger application with more than 200 million registered users.
Tencent is a Chinese company that provides value-added Internet, mobile and telecom services and online advertising. Its messaging app WeChat has ...
August 17, 2015, Inside Compensation
Several legal developments affect the designs of group health plans in 2016. This brief refresher of those developments may be helpful to employers whose open enrollment is just around the corner. New preventive care services. Starting in 2016, calendar year plans must cover additional preventive services that were recommended in 2014. Employers must offer a … ...
August 10, 2015, Inside Compensation
On August 5, 2015, the Securities and Exchange Commission adopted, by a three-to-two vote, a rule that will require most public companies to disclose, annually, the ratio of the median of the annual total compensation of the company’s employees to the annual total compensation of the company’s principal executive officer. Companies must comply with the … ...
August 10, 2015, Covington Alert
July 30, 2015, Inside Compensation
The federal government has been encouraging employers to adopt best practices to address both external and internal threats to critical business information and infrastructure. These best practices have included an important human resources element, including policies and programs covering current and former employees. For example, the Obama Administration ...
July 29, 2015, Inside Compensation
White House budget proposal released earlier this year would eliminate several methods used by certain taxpayers to convert after-tax contributions into Roth amounts. Although such a change would likely require congressional action, taxpayers who use or are considering these methods should be mindful of the proposed change. The “Backdoor” Roth Contribution Roth ...
July 28, 2015, Inside Compensation
Although executive compensation has been under significant scrutiny for many years, directors’ compensation has flown somewhat under the radar. That may be about to change: in Calma v. Templeton, a Delaware court recently held that the level of compensation granted to non-employee directors should be reviewed under the “entire fairness” standard rather than ...
The classification of workers as employees or independent contractors is an ongoing headache for employers. Different government agencies use different tests to determine a worker’s status. The one thing the tests have in common is that they are subjective: two people applying the same test to the same worker will often reach different conclusions about … ...
July 21, 2015
NEW YORK, July 21, 2015 — Covington advised Morgan Stanley & Co. LLC as financial advisor to Vivint Solar, Inc. in connection with its acquisition by SunEdison, Inc.
The transaction consideration, valued at $2.2 billion, will be paid to Vivint stockholders in a combination of cash, SunEdision common stock and a convertible promissory note.
Vivint Solar sells, ...
July 6, 2015, Covington Alert