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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, Frankfurt, California, China, and South Korea and teams focused on Latin America, India, Japan, Africa and the Middle East, we handle domestic, cross-border, and international matters worldwide.

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ICICI and Standard Chartered Financings of Power and Port Expansion Projects

Represented ICICI Bank Limited, India’s second largest bank, and Standard Chartered Bank, India’s largest international bank, as joint lead arrangers for an aggregate of $925 million in project financings supporting power plant and port expansion projects being undertaken by two affiliates of Reliance Industries.

JFK International Airport Cogeneration Facility

Represent Calpine’s JFK Energy Center (KIAC Partners) as project counsel, including in the original structuring and planning of the project, a $175 million combined bank facility and bond financing and a $250 million Rule 144A bond refinancing, structuring and negotiating numerous commercial contracts, and achievement of commercial operations.

Joint Venture for Creation and Launch of 120 Sports

Represented NHL in connection with its entry into a joint venture with Silver Chalice Partners, Sports Illustrated and Major League Baseball Advance Media for the creation and launch of 120 Sports, the first multi-sport, league-created digital network in the United States. In addition to MLB and NHL content, the digital network will include content from the NBA, NASCAR and a number of college conferences. The network is expected to offer 24/7 programming on an unauthenticated basis, including live sports highlights and related news programming.

Launch of the WWE Network

Represented WWE in the launch of the WWE Network, a direct-to-consumer, subscription-only, online video channel that will air round-the-clock programming, including new programs and matches, an on-demand service, WrestleMania, and a six-decades-deep library for $9.99 a month. This is one of the first sports “over the top” offerings in the United States and the transaction received a great deal of publicity as a result.

IRS Disputes with Sports Clubs and Affiliated Cable Network

Negotiated highly favorable settlements with the IRS in the representation of a professional sports club in a $275 million dispute regarding stadium financing, player contracts, and broadcast agreements, and of a different club in a $300 million dispute regarding the club’s affiliated cable network.

Kayne Anderson Capital Advisors on a Range of Sports Lending Transactions and Other Investments

Represented Kayne Anderson Capital Advisors on a range of its lending transactions and other investments, including loans to (and other investments in) Sport 10 IP Limited, the holding company that owns all of Pelé’s marketing rights as well as the rights to all of Pelé commercial appearances.

Largest Media Rights Deal in NHL History

Represented the NHL in negotiating its 12 year, C$5.232 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and Stanley Cup Final, in Canada. The agreement is the largest media rights deal in NHL history and one of the largest media rights deals, including the largest-ever sports-media rights agreement, in Canadian history.

LaRue v. DeWolff, Boberg & Assocs., Inc., 128 S. Ct. 1020 (2008) (counsel for amicus)

The U.S. Supreme Court held that a participant stated a colorable ERISA fiduciary breach claim for losses stemming from the alleged failure to implement investment directions for his 401(k) plan account. In a concurring opinion, Chief Justice Roberts cited our amicus brief for The ERISA Industry Committee in stating that such actions might need to be brought as benefits denial claims and subjected to exhaustion of administrative remedies.

KKR and Texas Pacific Group Acquisition of TXU Corp.

KKR and Texas Pacific Group in securing the necessary FERC and NRC approvals for the successful acquisition of TXU Corp. for $45 billion, the largest leveraged buyout in history. The acquisition of TXU included its large fleet of generation assets in Texas as well as transmission and distribution facilities. We also provided counsel on energy regulatory, climate change, government affairs, and public policy matters. The acquired company is now Energy Future Holdings.

$52 Million Jury Verdict for Caliper Life Sciences in Trade Secret Misappropriation

Representation of Caliper Life Sciences in which we secured a $52 million jury verdict of trade secret misappropriation in California state court related to microfluidics technology. Two related patent infringement cases settled shortly thereafter on terms favorable to our client.

Advising Large Public Companies and Investors on Corporate Governance Matters

Represented boards in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries as well as hedge funds, public pension funds, and other investors with respect to corporate governance developments regarding board and committee composition, crisis management, cybersecurity, internal controls, shareholder proposals, proxy access, political spending, and other sensitive disclosures and similar matters.

$1 Billion in Real Estate Formations

Representation of Hampshire, a privately-owned real estate investment manager, and its affiliates in connection with the formation of multiple related funds and private REITs for U.S. and foreign institutional investors with more than $1 billion of aggregate committed capital focused on investments in U.S. commercial real estate.

Advised B.E.S.T. Funds in Equity Investment in Trak Global Group

B.E.S.T. Funds in its equity investment in UK telematics company Trak Global Group, a leading telematics supplier to the vehicle rental and mobility sector and insurers.B.E.S.T. Funds in its equity investment in UK telematics company Trak Global Group, a leading telematics supplier to the vehicle rental and mobility sector and insurers.

BAIC and WFUM Solvent Schemes

Represented clients, including Exxon Mobil Corporation, Goodrich, Goodyear, and Textron in opposing efforts by solvent London Market companies to use so-called “solvent schemes of arrangement” to curtail their coverage obligations to policyholders facing long-tail liabilities, such as asbestos, silica, or environmental claims.

Changes to NYSE Rules for Banks and Broker-Dealers

Represented a leading global provider of investor communications and technology solutions in connection with its pursuit of specific changes to NYSE rules regarding the distribution of proxy materials on behalf of banks and brokers. Covington interacted with the SEC and NYSE staff and successfully persuaded the bodies to include the provisions advocated by our client.

Charlesbank Capital Partners Investments

Represented Charlesbank in its investment in Universal Technical Institute, in its acquisition and sale of Aurora Organic Dairy, in its acquisition and sale of The GSI Group, in acquisitions of Zenith Products, The Horn Companies, Cedar Creek Lumber, and Peacock Engineering Company, in its sale of American Tire Distributors, and in its formation of Blacksmith Brands, which purchased the Efferdent, Luden's and PediaCare brands from Johnson & Johnson, and subsequent sale of Blacksmith Brands to Prestige Brands.

Charlesbank in Acquisition of OTC Consumer Products Brands

Represented Charlesbank Capital Partners in the formation of Blacksmith Brands and its acquisition of five OTC consumer products brands, Efferdent, Effergrip, Luden’s, Nasalcrom and PediaCare, from McNEIL-PPC and subsequent $190 million sale of Blacksmith Brands to Prestige Brands Holdings, Inc.

Pepco Holdings, Inc. in its $1.7 billion sale

Represented Pepco Holdings, Inc. in its sale to Calpine Corporation of its Conectiv Energy segment for approximately $1.7 billion. This transaction included the sale of 19 power generation plants in five states. In the approximately 10 weeks between contract and closing, we addressed and resolved over 200 significant title defects that required everything from bringing a quiet title action to negotiating multiple third-party easements and options, to obtaining mortgage indenture releases. Construction activities were ongoing at most of the plants, including Conectiv’s new 565MW plant in Delta, Pa., which was not yet operational. This required resolution of challenging transfer issues including mechanics lien title coverage under the varying lien laws of multiple jurisdictions.

Persuaded IRS Appeals to Reverse Proposed Adjustments of More Than $250 million

On behalf of a national healthcare company, persuaded IRS Appeals Division to reverse, in their entirety, over $275 million of proposed adjustments related to the company’s income accruals. Following resolution, IRS Examination Division agreed to no longer raise the issue and to skip auditing the taxpayer for at least a year.

Persuaded the IRS Examination Division to Close Out Transfer Pricing Audit With No Adjustment

Persuaded the IRS Examination Division to close out with no transfer pricing adjustment an audit involving a novel transfer pricing methodology and intercompany transactions in excess of $1.5 billion and to skip auditing the company for the next two years. The issues under audit were considered by a senior team of three government economists and nearly a dozen agents.

Tax Court Victory re: Expense Deduction Matter on Behalf of National Sports Team

Successfully litigated a matter before the Tax Court involving the taxable nature and deductibility of meal expenses on behalf of the Boston Bruins. The decision has implications for most national sports teams as well as other employers who provide meals to employees as a de minimis fringe benefit. Jacobs v. Commissioner, Tax Court Docket No. 019009-15.

Advised a number of large employers on fiduciary governance for their benefit plans

We have helped a number of employers restructure the committees that oversee their benefit plans, to streamline process, ensure compliance, and reduce risk. In addition to governance generally, we have helped plan fiduciaries manage company stock funds in their 401(k) plans, manage fees, and improve communications with plan participants and regulators.

Advised on groundbreaking “pension derisking” transactions involving billions of dollars, including the following:

Represented 21st Century Fox on a spinoff and termination of its pension plan, including the accompanying group annuity purchase.
Represented Verizon Communications on its pension plan’s $7.5 billion annuity purchase (one of the largest pension annuitization transactions in U.S. history), and successfully defended Verizon against an attempt by retirees to block the transaction in court.
Represented Fiduciary Counselors on two pension derisking transactions, each involving a transfer of over $500 million in liabilities to insurance companies.

Advised on the Restructuring of a Foreign Currency Hedging Program

Provided tax and commercial advice on the restructuring of a foreign currency hedging program to optimize the ability of client to utilize economic losses efficiently. Provide follow-on advice to prepare for potential audit and transactions to maximize regulatory benefit of deferred tax assets.

Advised one of the Largest Mutual Fund Families in the U.S.

Advised one of the largest mutual fund families in the U.S. on financial products issues affecting their funds and investors in their funds. In the past year we have advised on numerous specific products in which the funds have invested and on structuring issues related to a new type of actively managed exchange-traded fund.

Allergy Therapeutics on Alerpharma Acquisition and £20 Million Placing

Representation of Allergy Therapeutics plc, the AIM-listed specialty pharmaceutical company, in its acquisition of Alerpharma, S.A. a Spanish-based allergy immunotherapy company which previously spun out from Spanish biopharmaceutical company, Zeltia S.A. Covington also advised Allergy Therapeutics on its recent £20.8 million placing of ordinary shares with institutional investors. The proceeds of the placing are being used to progress the clinical development of the company’s lead product, Pollinex Quattro Grass, through to FDA approval and planned launch in the United States in 2019.

AstraZeneca in $1.26 Billion Acquisition of Ardea Biosciences

Representation of AstraZeneca in its $1.26 billion acquisition of Ardea Biosciences. Under the agreement, AstraZeneca will pay $32 per share for all of the outstanding shares of Ardea. AstraZeneca is a global, innovation-driven biopharmaceutical business with a primary focus on the discovery, development and commercialization of prescription medicines for gastrointestinal, cardiovascular, neuroscience, respiratory and inflammation, oncology and infectious disease. Ardea is a biotechnology company based in San Diego, California, focused on the development of small-molecule therapeutics for the treatment of serious diseases.

BBVA in Acquisition of Simple

Representation of Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The $117 million acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco González, Chairman and CEO of BBVA, Simple will reinforce BBVA’s “global digital transformation while BBVA will provide the means to help Simple maximize its outstanding growth potential.”

Chemtrade in the Real Estate aspects of its $860 Million Acquisition of General Chemical Corp.

Advised Chemtrade in the real estate aspects of its $860 million acquisition of General Chemical Corp., which included more than 40 chemical manufacturing facilities nationwide. The work involved negotiating extensive easement agreements, land transfers and access rights, and financing, including mortgaging more than 20 of the newly acquired sites. The cleared title matters improved the marketability of title.

Commercial Savvy

Our client, a major Middle East regional airline, issued an RFP for information technology services and a global ticket distribution arrangement. The Covington team, coordinated between our London and New York offices, deployed locally to manage the entire process—from receiving bids to negotiating the final contract valued at over one billion dollars.

Compliance Program for Multinational Manufacturer

Developed a compliance program for a multinational manufacturer for registration and reporting under the U.S. Foreign Account Tax Compliance Act, including classification and analysis of its internal treasury and cash pooling functions and its consumer lending business, as well as integrating advice from foreign advisors into compliance program.

Complicated Inbound Transaction

Represented U.S. multinational corporation in a complicated inbound transaction where a foreign holding company “domesticated” by coming onshore and converting to a U.S. corporation. Critical elements in the transaction included (1) repatriation, and (2) preservation of and receiving credit for certain U.S. tax attributes arising from the group’s foreign operations, and (3) overall entity simplification in a tax efficient manner. U.S. tax issues involved the foreign tax credit, subpart F, the cross-border M&A rules, and foreign currency issues.

Corporate, Financial and Operational Matters for Borrego Solar Systems

Advising Borrego Solar Systems, Inc. on a variety of corporate, financial and operational matters in a dynamic and rapidly changing solar market. Borrego is one of the oldest and largest solar integrators in California with over 25 years of experience. We counseled Borrego on tax, regulatory and corporate matters related to power purchase agreement, engineering procurement and constructions contracts, operations and maintenance contracts and site access agreements on more than 30 projects.

Corporate Inversion Transaction

Advised regarding tax policy and legislative issues concerning the potential execution of a corporate inversion transaction. Tax issues considered included consequences for the corporation and its shareholders as a result of inverting, consequences for corporation going forward (including future deductibility of interest), and strategic considerations involving public and government reactions to an inversion of this magnitude in light of significant press attention and Congressional concern regarding these transactions.

Creation and launch of 120 Sports

Advised the NHL in connection with its entry into a joint venture with Silver Chalice Partners, Sports Illustrated and Major League Baseball Advance Media for the creation and launch of 120 Sports, the first multi-sport, league-created digital network in the United States. In addition to MLB and NHL content, the digital network will include content from the NBA, NASCAR and a number of college conferences. The network is expected to offer 24/7 programming on an unauthenticated basis, including live sports highlights and related news programming.

Debt/Equity Classification for $2 Billion Instrument

Obtained an appeals reversal of a transfer pricing adjustment involving more than $400 million of proposed adjustments, reversals of $285 million of subpart F income, and reversal of proposed earnings and profits adjustment of almost $300 million in connection with the debt/equity classification of a $2 billion instrument.

Drafted comments and testified at hearings on behalf of numerous clients

Prepared comments and testified at hearings on behalf of industry groups and individual clients on a number of proposed regulations that would significantly affect the design and administration of large employers’ employee benefit plans, including regulations issued by the U.S. Treasury Department, U.S. Department of Labor, and Department of Health and Human Services. In recent years, we have advised clients on rulemaking related to health reform, hybrid and other retirement plans, and fiduciary responsibility.

ERISA litigation in the Supreme Court

Successfully handled important ERISA litigation in the Supreme Court, including Conkright v. Frommert, 130 S. Ct. 1640 (2010) (requiring deference to the plan administrator’s interpretation of a plan, even though the administrator had previously relied on provisions that were not properly added to the plan), and Kennedy v. Plan Adm’r for Dupont Sav. & Invt. Plan, 129 S. Ct. 865 (2009) (applying ERISA’s “plan document” rule to affirm unanimously a plan administrator’s decision to follow a beneficiary designation that gave rights to a participant’s former spouse, even though a divorce decree had stated that the former spouse gave up her rights).

Horizon Discovery on Sage Labs Acquisition

Representation of Horizon Discovery Group plc, an AIM listed international life science company supplying research tools and services to organizations engaged in genomics research and the development of personalized medicines, on the acquisition of Sage Labs Inc. for a total of approximately $48 million (£29 million), comprising up to $16 million in cash and up to $32 million in new ordinary shares. The acquired business will be known as Sage Labs Inc., a wholly owned subsidiary of Horizon Discovery Group plc. The acquisition creates a fully integrated translational genomics platform and significantly expands Horizon’s product, service and research offerings.

Innovative Program Agreements Negotiations for Multiple Clients

Negotiated various innovative program agreements for (a) the NFL, including for example, its deals with ESPN and Sprint and one with TiVo to protect its programming against Internet piracy, (b) other program deals involving PBS, Comcast and Children’s Television Workshop and (c) NBC Weather Plus and NBC Broadband -- joint ventures between the network and its affiliates.

MedImmune in Series A Funding of Clinical-Stage Pharmaceutical Company

Advised MedImmune Ventures as lead investor in the Series A Preferred Stock financing of G1 Therapeutics. G1 Therapeutics uses small molecule therapies that act by a novel mechanism to potentially prevent the hematological side effects of exposure to ionizing radiation and cancer chemotherapy, as well as other possible uses.

Northwestern University Royalty Monetization

Represented Northwestern University, and an inventor affiliated with Northwestern University, in a series of royalty monetizations (structured both as sales and as financings through special purpose vehicles), including Northwestern’s 2007 sale of a portion of its worldwide royalty interest in Lyrica for $700 million, the largest monetization of a royalty stream for a single pharmaceutical product.

Novel Lending Platform in First-of-its-Kind Transaction

Represent Prosper Marketplace in a variety of securities advisory and transactional matters, including in a first-of-its-kind registration of $500 million of borrower dependent notes and restructuring into a bankruptcy remote vehicle, several rounds of venture financings, as well as ongoing disclosure, SEC reporting and SEC regulatory matters.

Octavian Global Partners Fund Reorganization

Representation of the investment manager and general partner of Octavian Special Master Fund, L.P., and its onshore and offshore feeder funds in connection with a complex reorganization, including: an investment in the funds by a TPG affiliate; a concurrent offer to existing fund investors to have their interests in the funds repurchased; and the takeover by TPG affiliates of the investment management and general partner responsibilities for such funds.

AstraZeneca Transactions

Representation of AstraZeneca in relation to the creation of a $3.4 billion diabetes joint venture with BMS, and the subsequent acquisition of sole control over that venture; in its acquisition of the rights to Almirall’s respiratory franchise (for initial consideration of $875 million and up to $1.22 billion in development, launch and sales-related milestones); assisting in the acquisition of the Takeda respiratory portfolio; and in relation to the creation of an oncology joint venture with Fujifilm Kyowa Kirin Biologics (FKB).

Verizon Communications Transactions

Representation of Verizon Communications in several transactions, including its $3.89 billion acquisition of AOL. Also advised the company in connection with its purchase of UK-based Vodafone’s 45 percent ownership of Verizon Wireless, as well as Vodafone’s purchase of Verizon’s interest in Vodafone Italy, which was valued at $124.1 billion.

Securities Counsel to Numerous Fortune 500 companies

Represent numerous Fortune 500 companies in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries with respect to the resolution of shareholder proposals concerning executive compensation, majority voting, proxy access, the right to call special meetings, political spending and lobbying disclosures, and a host of other topics.

Shareholder Proposals in Proxy Materials

Represented a global life sciences company with respect to selected securities disclosure and governance matters, including obtaining no-action relief allowing the exclusion of several shareholder proposals from its proxy materials. We also successfully defended and achieved favorable outcomes for this client in related litigation.

U.S. Appeals Court Shoots Down FCC Merger-Review Disclosure Order

Successful representation of CBS Corporation, The Walt Disney Company, Twenty-First Century Fox, Inc., Scripps Networks Interactive Inc., Time Warner Inc., Univision Communications Inc., and Viacom Inc. Borrego Solar Systems, Inc. against the Federal Communications Commission (FCC) in connection with the disclosure of programming contracts with pay-TV providers as part of the FCC’s review of pending cable and satellite mergers.

Illumina in $1.2 Billion Deal with Pacific Biosciences

Represented Illumina, Inc. in its announced $1.2 billion acquisition of Pacific Biosciences and its novel Single Molecule, Real Time (SMRT®) technology, which provides high accuracy, ultra-long reads for full genome sequencing. The acquisition complements Illumina sequencing solutions with accurate long read sequencing capabilities to answer a set of complex genomic questions.

NBA in Live Virtual Reality Streaming with NextVR

We represented the NBA in a multi-year deal to stream live NBA games in virtual reality in a partnership with NextVR, which will become the official live virtual reality partner of the NBA. During the 2016-2017 season, live VR games will first be available to NBA League Pass subscribers, with single-game purchase opportunities to follow for all VR consumers as the NextVR app becomes available on new VR devices.

Representation of Teva Pharmaceuticals

We represented Teva in its strategic partnership with IBM, which enabled it to become the first multinational pharmaceutical company to deploy IBM’s Watson Health Cloud as its global technology platform. As part of the partnership, a joint Teva-IBM research team will work together using “big data” and machine-learning tools to develop disease models and advanced therapeutic solutions, including solutions designed to collect and analyze real world evidence. The deployment of these models and solutions will enable Teva to provide insights and real-time feedback directly to care providers and patients via mobile devices in order to achieve treatment optimizations and improved patient outcomes.

Maximizing the value of intellectual property

Our client, a major energy company, sought to maximize the value of its intellectual property while limiting its own liability in the treacherous waters of international patent disputes. Combining U.S. and EU regulatory expertise with a multi-jurisdictional strategy, our senior advisors and lawyers designed a corporate structure that would create and generate long term value with minimal risk to the parent entity.

Microsoft Transactions

Representation of Microsoft Corp. in its $8.5 billion acquisition of Skype Communications S.à.r.l., the largest acquisition in the company’s history, in connection with its $4.5 billion acquisition of certain Nortel patents, in its $7.2 billion acquisition of the handset division of Nokia, and its $2.5 billion acquisition of Mojang, the developer of Minecraft.

Multi-Billion Dollar NFL Sunday Ticket Deal

Represented the NFL in negotiating its multi-billion dollar deal with DIRECTV to extend DIRECTV's exclusive rights to carry the NFL Sunday Ticket out-of-market games package through a new multi-year agreement. The new agreement expands DIRECTV’s rights to stream NFL Sunday Ticket on mobile devices and via broadband, and provides for the NFL and DIRECTV to explore the development of an NFL Sunday Ticket over-the-top subscription service. The deal also provides for DirecTV to continue to carry NFL Network.

National Federation of Independent Business v. Sebelius

The Supreme Court appointed Covington’s Robert Long to brief and argue a preliminary issue in this case: whether the Anti-Injunction Act barred challenges to the minimum coverage provision of the Patient Protection and Affordable Care Act of 2010. Covington’s arguments were relevant to the Court’s ultimate holding that Affordable Care Act’s penalty for failing to obtain health insurance is a tax for constitutional purposes.

NBA Expanded Partnerships with Turner Broadcasting and The Walt Disney Company

Represented the NBA in expanding its partnerships with Turner Broadcasting System, Inc. and The Walt Disney Company through new, nine-year agreements under which ABC, TNT, and ESPN will televise NBA games beginning with the 2016-17 season and running through the 2024-25 season.

NFL Financings

Advised the NFL on its multi-billion dollar league-wide credit facilities, consisting of a revolving credit facility and multiple term note offerings. Over 20 NFL teams participate in these facilities, which are negotiated by the NFL on behalf of its member clubs and allow participating clubs to obtain financing on favorable terms through a structured arrangement that gives lenders priority access to the teams’ share of national television revenues and which is otherwise secured by a pledge of all of the assets of each participating club.

NHL Digital Rights and Related Transactions with MLB Advanced Media

Represented the NHL in connection with entry into a six-year digital rights partnership under which the NHL licensed to MLB Advanced Media (MLBAM) rights to distribute the NHL’s out-of-market subscription packages, digital and online properties, and related rights, and in connection with negotiations for an equity stake in a to-be-formed tech company that is expected to be created by MLBAM.

NFL and Other Professional Sports Leagues Regarding Tax-Exempt Status

Representation of the NFL and other sports leagues in tax, corporate, legislative, and PR matters related to the relinquishment of their tax-exempt status. Projects involved tax planning, meetings with IRS executives and members of Congress, and coordination of audit defense strategy.

Outside Tax Counsel to U.S. Securities Markets Coalition

Act as outside tax counsel to U.S. Securities Markets Coalition, which consists of all U.S. options exchanges and related entities. Our representation includes advising the coalition and its members on developments that affect the taxation of options and other financial products and advocating on behalf of the options industry before Congress, Treasury and the IRS. In the past year we have been actively engaged on behalf of the Coalition with respect to proposed tax legislation that would require all exchange-traded options to be marked to market (treated as sold) at year-end, and with respect to proposed regulations that would treat certain equity options as giving rise to deemed dividends subject to U.S. withholding tax.

Patent, Copyright and Trade Secret Licensing Agreement Negotiations for Microsoft

Representation of Microsoft in negotiation of patent, copyright and trade secret license agreements for the Advanced Access Content System, a copy protection system for Blu-ray Disc and other high definition storage media and licenses for IP related digital output and copy protection technologies for the Xbox 360 game console and Zune music player.

Pearl Mobile DTV in Project to Provide Mobile Digital Television Services in U.S.

Pearl Mobile DTV in establishing a nine-company venture to provide Mobile Digital Television services in the United States. Covington attorneys led the negotiations leading to the creation of the Pearl Mobile DTV venture, the negotiation of content license agreements, and public policy efforts before Congress and at the White House and the FCC.

Qualcomm in Acquisitions and Investments with Omnia

Qualcomm in acquisitions and investments including its joint venture with Omnia, a subsidiary of Saudi Oger, to create a UK-based company to deploy CDMA-based technology; its acquisition of UK-based Elata (Holdings) Limited, which provides content delivery and device management software systems; and its acquisition of Trigenix Limited, a European mobile content delivery software producer.

Reliance Infocomm Limited in $750 Million Financing

Represented Reliance Infocomm Limited in connection with its $750 million financing from the Export-Import Bank of the United States and Export Development Canada. The financing was provided to assist Reliance Infocomm in building a state of the art telecommunications infrastructure for India -- the largest and most complex information and communications technology initiative in the world. The definitive documents for the facility were entered into in December 2004 and the facility was drawn on in March 2005. The facility was the largest telecom installations loan for any company world-wide in 2004.

Representation of Citigroup in Multiple Divestments in Mexico and Central America

Represented Citigroup in connection with the disposition of its 16% ownership stake in Grupo Aeroméxico SAB and in the sale of its controlling interest in AFP Confía, a pension management company in El Salvador, to Inversiones Atlántida, S.A., a financial holding company in Honduras. We also advised Citigroup and its Mexican affiliate, Grupo Financiero Banamex, in the sale to an affiliate of EVO Payments International of Banamex’s merchant acquiring business. All three transactions were completed in 2015.

Represented Weyerhaeuser Company on $2.65 billion acquisition and integration

Represented Weyerhaeuser Company on the $2.65 billion acquisition and subsequent integration of an LLC that held a controlling interest in another timber REIT, including multiple associated stock and debt issuances totaling over $2 billion by Weyerhaeuser and subsequent integration of operations. Tax advice included structuring, negotiating and drafting agreements, and disclosure. U.S. tax issues included REIT qualification, tax basis step-up, and tax consequences for non-U.S. shareholders of the target.

Restructuring of Asian Operations

Represented U.S. multinational corporation in complete restructuring of a significant portion of its operations in Asia. The restructuring included modifying the company’s holding company structure, replacement of the multi-billion dollar internal capital funding structure, preservation of U.S. and foreign tax benefits for a multi-billion dollar operating loss from one segment of the business operations. Covington acted as U.S. tax counsel and the advice addressed foreign tax credit planning and subpart F concerns.

Restructuring of UK Operations

Advised Fortune 50 U.S. multinational on restructuring its UK operations, including multiple foreign to foreign incorporations and transfers involving billion-dollar companies. Advised on numerous aspects of U.S. income tax law, including the impact of cross chain stock sales and distributions on creditable foreign taxes, earnings and profits and previously taxed income.

Salix Pharmaceuticals in $2.6 Billion of Santarus, Inc.

Representation of Salix Pharmaceuticals, Ltd. in its acquisition of Santarus, Inc. for a total value of approximately $2.6 billion. The transaction closed on January 2, 2014. According to Carolyn Logan, Salix President and Chief Executive Officer, “The acquisition of Santarus is a transformational event for Salix and an important milestone in our growth as the leading gastroenterology-focused specialty pharmaceutical company in the United States.”

Securities disclosures

With our colleagues in Covington’s securities practice, we have helped a number of companies disclose their executive compensation arrangements to investors. We have helped companies prepare their “Compensation Discussion & Analysis” disclosures and other filings, and we have counseled them when responding to follow-up requests from SEC staff.

Tax Counseling Regarding Numerous Franchise Sales

Deal structuring and related counseling regarding numerous franchise sales, including Chris Hansen in his efforts to acquire the Sacramento Kings or another NBA franchise with a view towards a relocation to Seattle; Chris Cohan’s sale of the Golden State Warriors; the NHL’s purchase and sale of the Phoenix Coyotes; Major League Baseball’s relocation and sale of the Montreal Expos; Fenway Sports Group’s purchase of a 50 percent interest in Roush Racing; the USTA’s acquisition of the Western & Southern Financial Group Masters tournament; and John Henry’s sale of the Florida Marlins and purchase (as lead investor) of the Boston Red Sox.

Tax Court Litigation Resulting in Government Concession of over $250 million in Adjustments Plus an Additional Refund of $15 million

Prior to trial, obtained a concession from the Government with respect to adjustments of over $250 million relating to a worthless partnership interest deduction, and identified computational errors resulting in additional refunds of $15 million. JELD-WEN v. Commissioner, Tax Court Docket No. 003055-14.

Tax Court Victory Following Trial in Matter Involving over $350 million of Adjustments

Obtained a complete taxpayer victory following a trial in the Tax Court involving adjustments of over $350 million relating to homebuilder’s use of the completed contract method of accounting. The case represented, by dollar value, the largest taxpayer victory in the Tax Court in 2014. Currently represent taxpayer before the Ninth Circuit Court of Appeals in connection with the Government’s appeal of the case. Shea Homes v. Commissioner, 142 T.C. No. 3 (2014).

Tax-efficient acquisition vehicles

Helped a leading global fund-of-funds sponsor with benefit plan investors acquire several large portfolios of European private equity interests. Working with corporate lawyers in our London and New York offices, we designed tax-efficient acquisition vehicles that complied with ERISA and avoided potential fiduciary and plan asset concerns.

Taylor v. United Technologies Corp.

Taylor v. United Technologies Corp., 2009 WL 4255159 (2d Cir. Dec. 1, 2009), aff’g 2009 WL 535779, 46 Empl. Ben. Cas. (BNA) 1935 (D. Conn. Mar. 3, 2009). The Second Circuit affirmed the summary judgment entered in favor of our client United Technologies in a 401(k) plan expense class action lawsuit. The court upheld the rejection of all of plaintiffs’ claims concerning a variety of fiduciary decisions over more than a decade, for which plaintiffs had calculated alleged damages of $230 million.

Resort Developer on Water Project in Bahamas

Baha Mar, a prominent resort developer, in connection with the proposed development, construction, and project financing of a salt water pumping station to provide chilled water to Baha Mar’s resort property in the Bahamas, including inter-creditor aspects relating to existing financing of the resort from China Ex-Im Bank (CEXIM) and proposed new project financing for the construction of the pumping station and chilled water facility by banks led by Deutsche Bank.

Solar Project Joint Venture

SunShare, LLC, a developer of community solar farms, in connection with its construction and project development and financing plan, including in a senior secured bridge financing provided by Solar Construction Lending, a joint venture between MMA Capital Management and Fundamental Advisors, for community solar power farm projects in Colorado and Minnesota.

Stadium Construction and Renovation Projects

The National Football League in the structuring and negotiation of League “G-3” loans to support construction of new or renovated stadiums for the Chicago Bears, Dallas Cowboys, Denver Broncos, Detroit Lions, Indianapolis Colts, New England Patriots, Philadelphia Eagles, and Seattle Seahawks, and, most recently, in the financing of the new stadium for the New York Jets and Giants and League approvals of the first-of-its-kind joint venture relating to the New Meadowlands Stadium.

Michelin Transaction

Representing Michelin in its acquisition of IHLE Holding AG. The transaction involved six national European merger notifications, namely in France, Germany, Austria, Hungary, Romania, and the Czech Republic. This was the first time that an upstream tire manufacturer and supplier took control over a wholesale tire distributor in Europe creating substantial questions about the effects of this vertical integration.

Representation of Baltic Oil Terminals plc in a $10.8 Billion Acquisition

Advised Baltic Oil Terminals plc, an oil and gas infrastructure business with operations in Russia, on its $10.8 million acquisition of Petroval Bunker International B.V., a fuel oil storage business based in Rotterdam, and on a placing to fund the consideration for the acquisition.

Transfer Pricing Resolution for More Than $3.3 Billion in Transactions

Served as lead U.S. counsel on negotiations for bilateral advance pricing agreement that proposed a transfer pricing methodology that was new to the industry and the two treaty countries; successfully assisted the two treaty countries in reaching agreement and voiding binding arbitration in dispute spanning 14 tax years and involving intercompany transactions of more than $3.3 billion.

U.S. Income Tax Treaty

Advised concerning the application of a U.S. income tax treaty to reduce to 5% the withholding tax rate on planned dividends paid to an intermediate holding company of a publicly traded group. To satisfy the treaty’s limitation on benefits provision, Covington supervised a beneficial ownership study which established that at least 50 percent of the global parent’s public shareholders were qualified residents of the U.S. or of the treaty country, and negotiated a Pre-Filing Agreement with the IRS that approved the study’s methodology.

U.S. Department of Labor and Internal Revenue Service Investigations

Resolved contentious investigations by the US Department of Labor and Internal Revenue Service, in which the government took positions that exposed our clients to many millions, and in some cases over $1 billion, of potential liability. In several of these cases, we replaced counsel that was unable to reach agreement with the government, when litigation appeared to be imminent.

Venture Negotiations and Public Policy Efforts for Pearl Mobile DTV

Represented Pearl Mobile DTV in establishing a nine-company venture to provide Mobile Digital Television services in the United States. Covington led the negotiations leading to the creation of the Pearl Mobile DTV venture, the negotiation of content license agreements, and public policy efforts before Congress and at the White House and the FCC.

M&A Counsel

We represent Global 100 companies, private equity firms and investment banks as well as venture-backed companies in public and private transactions worldwide. Our lawyers advise investors from the start of diligence through the consummation of investments in IoT portfolio companies, and we combine our corporate negotiating expertise with our deep understanding of regulated industries.

Counsel to Emerging Companies

We represent companies at all stages of development and in all aspects of their business, typically serving as outside general counsel. For early stage companies, we structure the relationships among founders, develop an intellectual property rights strategy, and help secure initial funding. As companies develop and expand, we provide strategic and legal advice, both domestic and international, on governance issues, capital structure, distribution, licensing and other commercial arrangements, venture capital financings, IPOs, and M&A transactions.

Cross-Border Workforce Reorganization

A fast-growing U.S.-based start-up planning and executing an aggressive global expansion relied on Covington’s global workforce team to mastermind a comprehensive implementation strategy that met the business’ goals while addressing compensation and benefits planning and employment challenges across dozens of jurisdictions.

Guiding a Start-up Through Rapid International Workforce Growth

A fast-growing U.S.-based start-up planning and executing an aggressive global expansion relied on Covington to mastermind a comprehensive implementation strategy that met the business’ goals while addressing compensation and benefits planning and employment challenges across dozens of jurisdictions.

The Walter and Eliza Hall Institute of Medical Research Royalty Monetization

Represented The Walter and Eliza Hall Institute of Medical Research in the sale of a portion of its royalty interests in Venetoclax for up to U.S. $325 million (A$406 million), consisting of an up-front payment of U.S. $250 million and up to U.S. $75 million of additional payments upon the attainment of certain milestones, the largest royalty monetization by a non-profit institution outside the United States.

Lindsay Goldberg's Transformation of PAE

Represented private equity firm Lindsay Goldberg and PAE as regulatory counsel in six different M&A transactions that have grown PAE to a defense contractor with annual revenue in excess of $2 billion. Our work began in 2011 with Lindsay Goldberg’s acquisition of PAE from Lockheed Martin, and continued through to PAE’s acquisitions of Defense Support Services, CSC’s Applied Technology Division, USIS’s Global Security and Solutions Business, and A-T Solutions and to Lindsay Goldberg’s 2016 sale of PAE to Platinum Equity. Our work in each of these deals has included government contracts, national security, trade controls, and anti-corruption due diligence and advice on transaction structuring, and regulatory approvals.

Advice regarding shared employee and facility costs during M&A process

Advised client on structuring employee secondment agreements so as to permit reimbursement of costs of shared employees and associated indirect costs under a secondment agreement during a contractual novation process in connection with an M&A transaction, enabling the client to orderly transfer employees and facilities to the purchaser and ensure continued reimbursement up to the point of final transfer.

Veritas Capital’s Investment in SolAero Technologies Corp.

Represented private equity firm Veritas Capital as regulatory counsel during its acquisition of EMCORE’s Space Photovoltaics business, and represented the business, which is now known as SolAero Technologies Corp., during its subsequent acquisitions of Alliance Spacesystems and Vanguard Space Technologies. We handled government contracts, trade controls, anti-corruption, and other regulatory due diligence, and also assisted with contract novations.

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Managing COVID-19: New Disclosure Guidance from the SEC

The second quarter of 2020 is the first period in which most U.S. public companies were fully confronted with challenges presented by the COVID-19 global pandemic. The SEC and its staff (the “Staff”) have recently issued a number of statements regarding disclosure considerations and updates to reporting relief that will affect various aspects of companies’ ...

Covington Receives Most Law360 Rising Stars Among All Law Firms

WASHINGTON— Law360 has named Covington partners Sean Akins, Dustin Cho, Adrian Perry, Jennifer Saperstein, Kayleigh Scalzo, Ashley Simonsen, and William Woolston among its “Rising Stars.” Covington’s seven “Rising Stars” were the most of any firm this year. This annual recognition honors top lawyers under 40 “whose legal accomplishments transcend their age.” ...

Covington Represents Piramal in $490M Sale of Stake in Pharmaceutical Unit

WASHINGTON—Covington represented Piramal Enterprises Limited (PEL) in the sale of a 20% stake in Piramal Pharma Limited (Piramal Pharma), a wholly owned subsidiary of PEL that will contain its pharmaceutical businesses, to CA Clover Intermediate II Investments, an affiliated entity of CAP V Mauritius Limited, an investment fund managed and advised by affiliated ...

U.S. Supreme Court Holds Title VII Prohibits Discrimination Based on Sexual Orientation and Gender Identity

In an important civil rights development, the U.S. Supreme Court today issued a 6-3 opinion in Bostock v. Clayton County, Georgia, holding that gay and transgender employees are protected under the prohibition against workplace sex discrimination in Title VII of the Civil Rights Act of 1964 (“Title VII”). Justice Gorsuch delivered the majority opinion, ...

SEC Revises Financial Statement Disclosure Rules For Acquired and Disposed Businesses

On May 20, 2020, the SEC adopted amendments to requirements for financial disclosures about acquired and disposed businesses. These rules have remained largely static for several decades, even as many other SEC rules and forms have undergone significant revisions in that time period. The amendments are intended to reduce the complexity and costs associated with ...

German Federal Court of Justice Endorses Distressed Debt Traders and Confirms Unrestricted Right to Inspect Insolvency Files

The German Federal Court of Justice (Bundesgerichtshof - BGH) confirmed in a decision of May 7, 2020 (file number IX ZB 56/19) that distressed debt traders have the unrestricted right to inspect insolvency files.

Landlord and Tenant Issues in Light of the COVID-19 Pandemic

On 23 March 2020 the UK government required all non-essential businesses to close their premises and the general public was advised to stay at home unless making essential journeys. This was made law on 25 March 2020 via the Coronavirus Act 2020, enforceable from 1 p.m. on 26 March 2020. Whilst some types of non-essential businesses have subsequently been ...

Much Ado About Nothing Much New: IRS Issues GLAM Addressing Payroll Taxation of Equity Compensation

On May 22, 2020, the IRS released a Generic Legal Advice Memorandum, GLAM 2020-004, which addresses the timing of the taxation and withholding of payroll taxes on certain stock-settled awards issued to employees. Specifically, the GLAM focuses on the treatment of stock options, stock-settled stock appreciation rights (SARs), and stock-settled restricted stock ...

Covington Adds Financial Services Regulatory Partner in London

LONDON —John Ahern has joined Covington’s Financial Services Industry Group in London as a partner. With more than 30 years of experience in UK, European, and Asian financial markets, Mr. Ahern helps banks, multilateral trading facilities, broker-dealers, asset managers, and investment advisors solve their regulatory challenges. He offers clients deep knowledge ...

UK Government Releases Full Details of its Future Fund Scheme to Support Innovative Companies Facing Financial Difficulties Due to COVID-19

The UK Government has released the full details of its Future Fund scheme, including the application process, together with the template convertible loan agreement. The Future Fund, the headline terms of which were announced on 20 April 2020 (see our Alert of 22 April), launched on 20 May 2020 and will initially be open until the end of September 2020. The ...

Covington Advises Commerce Layer in Series A Preferred VC Financing and Reorganization

PALO ALTO —Covington advised Commerce Layer in its $6M Series A Preferred VC Financing, led by Benchmark with participation from Mango Capital, DAXN, PrimeSet, SV Angel, and NVInvestments. The investment required the Covington team to also reorganize Commerce Layer by establishing a US parent company for its existing Italian business. Commerce Layer provides a ...

Walmart shareholders to vote on employees for board seats

Reid Hooper is quoted in Roll Call regarding rules and regulations companies should take into account when considering those for seats on its board of directors. Independence would be a concern for companies in appointing a non-management employee to the board. He notes that stock exchange rules require boards to be majority independent, and that non-independent ...

COVID-19 Corporate Update: Corporate Insolvency and Governance Bill – Governance Implications for UK Public Companies

The UK Government has tabled legislation to assist companies in financial difficulty and to make temporary changes to the law relating to the governance and regulation of companies. The Corporate Insolvency and Governance Bill1 (the “Bill”), which commenced its passage through the UK Parliament on 20 May 2020, is relevant to public companies as it provides for ...

Opening the Doors: Return-to-Workplace Considerations During COVID-19 (OSHA Reinstates Employers’ Obligations to Record Work-Related COVID-19 Cases)

On May 19, OSHA issued updated guidance reinstating employers’ obligations to record work-related COVID-19 cases. The guidance takes effect May 26. OSHA had previously suspended this obligation for most employers in an April 10 enforcement discretion document, but advocates for both employers and employees have recently pressed for more robust guidance from OSHA ...

Companies Face Fraught Choice On PPP Return Deadline

Daniel Suleiman and Amanda Kramer spoke with Law360 about the safe harbor deadline established by the Small Business Administration for companies that may have improperly taken out loans through the Paycheck Protection Program. According to Mr. Suleiman, since SBA’s announcement that companies with substantial market value will not meet the required ...

IRS Empowers Employers to Increase Health Coverage, FSA Election Flexibility During Pandemic; Clarifies HDHP COVID-19 Relief

On May 12, 2020, the Internal Revenue Service (“IRS”) published Notices 2020-29 and 2020-33. Notice 2020-29 is the latest installment in COVID-19 relief guidance targeted at health and welfare benefits. The Notice enables employers to provide flexibility to employees to modify their health coverage and flexible spending account (“FSA”) elections and gives ...

Managing COVID-19 - Additional Relief from the SEC

The SEC and its staff continue to respond to the COVID-19 pandemic by providing public companies and other filers with relief from certain reporting requirements, as well as rule amendments. Recently, the SEC’s Division of Corporation Finance (the “Division”) issued several frequently asked questions (“FAQs”) relating to the SEC’s March 25, 2020 Order that ...

Pandemic makes climate action case as sustainable funds do well

David Martin spoke with Roll Call about the success of companies that consider environmental, social, and governance issues in their business models through the COVID-19 pandemic. Mr. Martin says, “The pandemic is causing companies to ask and answer questions which ESG, in some areas at least, has already been asking. What is your ability to cope with a broader ...

Washington Nationals General Counsel Joins Covington

WASHINGTON—Damon Jones, who most recently served as Senior Vice President & General Counsel of the Washington Nationals Major League Baseball franchise, has joined Covington’s Sports Practice in the Washington office. Mr. Jones has more than 20 years of experience advising clients in sports, media, and entertainment matters. During his nearly 13 years with the ...

Going Back to Work: Tips on What Your Boss Can—and Can’t—Make You Do

Lindsay Burke is quoted in The Wall Street Journal regarding the actions employers can take when asking employees to return to work during the COVID-19 pandemic. When addressing the concerns of an employee who is nervous to commute to work, Ms. Burke says, “If you are able to work from home, ask to do so. If you are considered a vulnerable individual or have an ...

COVID-19 Issues for Return to the Workplace

As businesses prepare for a return to the workplace (RTW) following COVID-19 closures, our team has created this high-level summary list of current and anticipated issues related to reopening. For additional guidance, please visit our COVID-19 Legal and Business Toolkit or reach out to us at COVID19@cov.com. Links to sections with more information about these ...

Managing COVID-19: Nasdaq Temporary Shareholder Approval Relief

In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...

COVID-19 German State aid for Private Equity-Backed Companies: in Principle Yes, But…

In the previous Covington alerts published on March 25 and April 7, we gave an overview on the various German State aid programs that are available for German companies facing liquidity difficulties due to the COVID-19 pandemic, and subsequent shutdown measures. It was clear from the beginning of the pandemic that many German companies would quickly face serious ...

Coronavirus could forever change corporate annual meetings

David Martin is quoted in Roll Call regarding the lasting effects of coronavirus on corporate annual meetings. Mr. Martin says, “I think this year’s experience will be a real needle-mover.” He also notes that virtual meetings also have smaller carbon footprints, an impact about which some investors are increasingly concerned. Ultimately, how big of a shift ...

Privacy Challenges Against FATCA Face Uphill Battle

Michael Lloyd is quoted in Law360 regarding the implications of EU data protection laws on the U.S. Foreign Account Tax Compliance Act’s requirements. Mr. Lloyd says there has been very little, if any, traction for cases against FATCA in the U.S. He adds, “Those cases went nowhere in the U.S. They didn’t survive and there has been no real challenge.”

Biggest Hurdle to Bringing People Back to the Office Might Be the Commute

Lindsay Burke spoke with The Wall Street Journal about the incentives companies can offer to employees returning to work. Ms. Burke says, “Extremely large companies might offer to subsidize people's purchases of private vehicles or subsidize rental cars.”

Responding to COVID 19 related business issues in Latin America

COVID-19's march across the globe arrived in Latin America on February 25 in Brazil, coming roughly a month after Europe and the United States. High inequality and variable medical capacity across the region are driving governments to rely heavily on social distancing and business restrictions to slow and prevent the spread of the virus. As a result of this ...

‘Work Sharing’ Offers Lifeline to Companies Eyeing Virus Rebound

Carolyn Rashby is quoted in Bloomberg Law regarding the increase of “work sharing,” a tool that lets employees tap into jobless benefits when their hours are reduced, during the COVID-19 pandemic. Ms. Rashby says, “Having an option to keep people employed at some reduced percentage of their hours and pay but having that option to quickly say, ‘OK we’re ready to ...

Covington Represents Ligado Networks in Unanimous FCC 5G License Approval

WASHINGTON—Covington represented satellite provider Ligado Networks in its successful application for rights to deploy 5G services over its mid-band spectrum. On April 22, the full Federal Communications Commission (FCC) released a unanimous decision approving Ligado’s application, finding that it will advance economic and security interests nationwide. The ...

Legal Pitfalls Loom For Employers Reopening Post-Pandemic

Lindsay Burke and Carolyn Rashby are quoted in Law360 regarding legal dangers and logistical challenges associated with reopening businesses in the U.S. Ms. Burke says, “We're in a lot of new territory here. I don't think any employers in modern history have had to return to operations in the middle of a global health crisis. And so we're really trying to ...

A Virtual Meeting Playbook

This is a playbook for a virtual meeting of shareholders of a public company, with a particular focus on the unique situation facing companies due to the global coronavirus (COVID-19) pandemic. It includes answers to questions that companies may have in deciding upon and planning for such a meeting.

UK Government’s Future Fund to Support Innovative Companies Facing Financial Difficulties Due to COVID-19

On 20 April 2020, the UK Government announced the new Future Fund scheme under which the Government will offer funding to innovative UK registered companies facing financial difficulties due to the COVID-19 outbreak.

Virus-Stricken Workers Face High Hurdles When Suing Employers

Lindsay Burke and Carolyn Rashby spoke with Bloomberg Law about the uphill battle employees who contract COVID-19 on the job may face if they choose to sue their employer. Ms. Burke says, “We’re in territory we haven’t seen before. We are looking at a whole lot of different legal risks and issues. It’s not clear how they will play out. Traditionally an illness ...

COVID-19 Corporate Update: UK Public Company AGMs

The Government has announced further information on the measures to be brought forward to assist public companies in meeting their statutory and regulatory obligations to hold annual general meetings (AGMs) during the current season. On 17 April 2020, the Department for Business, Energy and Industrial Strategy (BEIS) and the Financial Reporting Council (FRC) ...

Tri-Agency Guidance Clarifies Some FFCRA and CARES Act Health & Welfare Provisions

On April 11, 2020, the Departments of Labor, Treasury, and Health and Human Services issued joint guidance on certain provisions of the Families First Coronavirus Response Act (“FFCRA”) and the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act relating to health and welfare benefits. This post analyzes some of the key provisions in the guidance....… ...

Lawyers pick holes in Libor statutory fix

Bruce Bennett spoke with Risk about legislation designed to switch financial contracts referencing U.S. dollar Libor to a replacement benchmark, which aims to provide immunity from litigation for contracts that are forcibly shunted on to the preferred alternative benchmark, the secured overnight financing rate (SOFR), plus a fixed spread to make up the ...

Remote ID Checks Leave Retail Finance Sector Open to Fraud

Ian Hargreaves spoke with the Financial Times about the risk of fraud when checking the identity of clients in remote locations. Mr. Hargreaves says overall the rush to do business during the pandemic was having a negative effect on independent data verification. “Businesses making snap decisions on very limited data and information is a real problem,” he adds.

Managing COVID-19: Corporate Governance and Coronavirus –Views of Proxy Advisors

The leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recently published their approaches on key governance topics facing public companies during the COVID-19 pandemic. Generally, both firms seek to balance flexibility in responding to current circumstances against established corporate governance policies.

Opening the Doors: Return-to-Workplace Considerations During COVID-19: Part One: Navigation the Legal Risk of Return

Whether a company is an essential business or is expecting to reopen in the coming weeks, a number of challenges must be addressed in order to provide a safe environment in which employees can work, while at the same time mitigating risk and restoring operations. Generally speaking, employees can be required to come to work, but this general rule must be ...

Private Briefing Covid-19 Quickly Reshapes Private Markets

Sergio Urias and Amy Wollensack are quoted in The Deal regarding the rapidly moving economy’s effect on private equity firms to complete M&A activities and capital investments, as the COVID-19 pandemic persists. Mr. Urias says, “I don’t think we’ve ever been called by our private equity clients to react so quickly to daily — and in some cases hourly — changes in ...

COVID-19 Corporate Update: Capital Raising by UK Public Companies

On 8 April, the UK Financial Conduct Authority (FCA) announced further measures to assist companies seeking to raise finance from the capital markets in order to meet the challenges of the COVID-19 pandemic and position their businesses for recovery. The FCA Statement of Policy sets out guidance on the application and relaxation of certain pre-existing rules, ...

Banks severed from inaugural cum-ex trial could still face penalties

Robert Henrici is quoted in Global Investigations Review regarding the German Federal Tax Office’s order to banks to repay the taxes that they allegedly evaded through cum-ex trades. Mr. Henrici says, “If a tax is demanded what does this mean for the option of disgorgement? These conversations will occupy courts for many more years.”

Managing COVID-19: Reviewing Executive Compensation in Light of COVID-19

Boards of directors, compensation committees and executive officers have begun to confront the impact of the COVID-19 pandemic on their compensation programs. This alert highlights key considerations for public companies as they make important decisions regarding these programs.

German State Aid Program and New German Law to Combat Effects of Covid-19

The German government has set up a protective shield for enterprises financially affected by the crisis, which, in addition to short-time work compensation (“Kurzarbeitergeld”), tax and social security deferrals and already existing federal state guarantee programs, establishes a KfW (the German state development bank) credit program and specific further ...

CARES Act: SBA Paycheck Protection Program Loans - Affiliation Considerations

Ninety-five percent of employing businesses in the United States are small businesses. As we discussed in detail here, the CARES Act seeks to support small businesses through the Paycheck Protection Program (PPP) and the Economic Injury Disaster Loan (EIDL), in addition to other Small Business Administration (SBA) efforts involving the Emergency Advance: SBA ...

CARES Act Expands COVID-19 Testing and Other Health and Welfare Benefits

On March 27, 2020, President Trump signed the largest economic stimulus bill in U.S. history: the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). In this blog article, we take a closer look at the provisions affecting health and welfare plans. Coverage of COVID-19 Tests and Associated Visits Starting April 2, 2020, the...… Continue Reading

Unemployment Insurance Benefits under the CARES Act

In response to the growing unemployment numbers due to business slowdowns across the country, the Coronavirus Aid, Relief, and Economic Security (CARES) Act provides expanded unemployment insurance (UI) benefits to workers impacted by COVID-19. The move is no doubt well intentioned, but serious questions have been raised about the specific benefit design ...

The CARES Act and Short-Time Compensation Programs

As reported in our Client Alert, the new Coronavirus Aid, Relief, and Economic Security (CARES) Act includes provisions to increase the use of short-time compensation (STC) programs (also known as work sharing or shared-work programs). Section 2108 of the CARES Act provides federal funding for 100% of the STC paid by states with programs already...… Continue ...

UK Government’s Coronavirus Financial Support for Businesses

With its announcements on Friday 3 April 2020, the UK government has now introduced three different schemes to facilitate access to Coronavirus finance for larger, mid-sized and smaller businesses in UK. Three separate schemes have been established to reflect the varied issues that business of different sizes have been encountering. Each scheme seeks to directly ...

COVID-19: Changes to UK Insolvency Law to Support Affected Businesses

On 28 March, 2020, the UK Government announced that it intends to amend insolvency law to give companies breathing space and allow them to keep trading while they explore options for rescue. The changes include (a) a temporary suspension of wrongful trading by directors of UK companies for three months commencing on 1 March, 2020 and (b) the introduction of a ...

COVID-19 Corporate Update for UK Public Companies

COVID-19 has created many challenges for both public companies and a range of regulators tasked with ensuring market functionality and integrity. In the past few weeks, Government, regulators and advisory bodies relevant to the capital markets have moved to act quickly where they can to announce new measures or provide guidance aimed to address areas of ...

COVID-19 Corporate Update: Signing and Closing Considerations for English Law Transactions

At a time when many companies have been forced to close their offices and have almost all of their employees working remotely, the standard procedures for the execution of documents and addressing signing and closing matters have come under pressure. Below are some practical issues that can arise in the signing and closing of deals which are subject to English ...

Managing Coronavirus/COVID-19: Illness in the C-Suite – Disclosure and Other Considerations for Public Companies

When an executive officer or director becomes seriously ill, including due to COVID-19, U.S. public companies and foreign private issuers must consider their disclosure obligations as well as governance and other key topics. This alert discusses these considerations.

Covington Advises Sitryx on Licensing and Research Collaboration for Immunometabolic Medicines

LONDON—Covington represented Sitryx on an exclusive global licensing and research collaboration with Eli Lilly and Company. The collaboration will study up to four novel preclinical targets identified by Sitryx that could lead to potential new medicines for autoimmune diseases. Under the terms of the agreement, Sitryx will receive an upfront payment of $50 ...

Companies Forced To Get Creative As Public Markets Stall

Brian Rosenzweig spoke with Law360 about the lack of funding for equity capital markets created by coronavirus. Some companies have resulted to at-the-market offerings for funding. Mr. Rosenzweig says, “The ability to be opportunistic on days with less volatility and generate smaller amounts of cash on a more frequent basis through ATM programs is very relevant ...

The Coronavirus Job Retention Scheme – Guidance for Businesses with Employees in the U.K.

On Friday 20th March, the U.K. Government announced various support measures for UK businesses. One of these was the Coronavirus Job Retention Scheme (the “Scheme”), which it is hoped will reduce the risk that U.K. employers promptly dismiss employees in response to the Coronavirus outbreak. Further guidance was published on 26th March, providing some much...… ...

CECL Down but Not Out

Jeremy Newell spoke with the American Banker to discuss the new coronavirus stimulus package that includes language allowing lenders that have already implemented the Current Expected Credit Losses to delay compliance until the end of the national emergency. According to Mr. Newell, while two and a half years seems like a long time, their impending conversion ...

From Legal Adviser to Crisis Manager: How Lawyers are Responding to Clients' Pandemic Panic

Dan Feldman spoke with UK Legal Week about managing the increased demand of client requests caused by coronavirus. According to Mr. Feldman, it is critical that his firm’s taskforce is structured to be responsive to evolving client needs. “While we might not know what they are at this moment, we have that dynamism to move into action,” he says.

The Coronavirus Job Retention Scheme – Guidance for Businesses with Employees in the UK

On Friday 20 March, the UK Government announced various support measures for UK businesses. One of these was the Coronavirus Job Retention Scheme (the “Scheme”), which it is hoped will reduce the risk that UK employers promptly dismiss employees in response to the Coronavirus outbreak. Further guidance was published on 26 March, providing some much needed detail ...

Key Oversight Areas for Boards During the COVID-19 Pandemic

While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...

U.K. Government Announces Self-Employment Income Support Scheme

Following its announcement on Friday 20th March to provide much-needed assistance to UK employers and employees in the short-term through the Coronavirus Job Retention Scheme, and intense pressure to provide similar assistance to self-employed workers, the UK Government has released details of a similar scheme intended to support this group: the Self-Employment ...

Managing COVID-19: Virtual Annual Shareholder Meetings

Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...

European Commission issues guidance on Foreign Direct Investment enforcement during the Covid-19 crisis

On March 25, 2020, the European Commission (“Commission”) published a policy paper to provide guidance to the EU Member States regarding takeovers by non-EU (“foreign”) investors of EU companies and assets in "strategic industries" during the Covid-19 crisis (the “Guidance Paper” or the “Guidelines”). The Commission emphasizes the importance of vigorously ...

Ralph Voltmer Named to India Business Law Journal’s International A-List

WASHINGTON—India Business Law Journal has named Ralph Voltmer to its 2020 “International A-list.” The list consists of the world’s top 100 India-focused lawyers at international law firms. Mr. Voltmer, chair of Covington’s India Practice and a partner in the firm’s corporate group, has been active in India for 20 years, working with companies such as Reliance ...

Federal and State COVID-19 Sick Leave Obligations for New York Employers

In light of the federal Families First Coronavirus Response Act ("FFCRA") and New York State’s sick leave law, both of which were signed on March 18, 2020, many New York employers will need to be prepared to comply with their new federal and state sick leave obligations to employees impacted by COVID-19. As discussed in a prior client alert, the FFCRA requires ...

Managing COVID-19: Whether to Announce Preliminary Financial Results and Adjust Guidance

The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...

New German Legislation on Measures to Combat Effects of Coronavirus

In order to mitigate the effects of the Corona-pandemic on the ability of enterprises to pay their current liabilities, the German parliament has passed a law today containing a set of measures dealing, inter alia, with (i) the obligation to file for insolvency, (ii) certain liability risks of individual directors and managers in connection with a potential ...

Disruption and non-performance of contractual obligations due to COVID 19 under German Law

COVID-19 is causing significant interruptions to international and domestic trade with implications for commercial contracts. This advisory note discusses a number of applications of German contract law that may provide relief to parties unable to perform their contractual obligations.

Ten Ways for U.S. Employers to Avoid Layoffs During the COVID-19 Pandemic

As the COVID-19 public health crisis continues, U.S. businesses are dealing with unprecedented disruptions to operations and workforce stability. Most employers undoubtedly want to assist their employees during this uncertain time, but they are struggling to balance the cost of maintaining their workforce with shrinking profits. The frequent result of such a ...

Covington Named Dealmakers of the Year by The American Lawyer

NEW YORK—The American Lawyer has named Covington lawyers Sergio Urías and Laura Torre as “Dealmakers of the Year.” The annual feature highlights “the most impressive and significant matters that deal lawyers worked on in 2019.” Shareholders of Covington’s client Prisma Medios de Pago, Argentina’s largest payment processing company, were mandated by the antitrust ...

Where Does ESG Oversight Fit on the Board?

David Martin is quoted in Agenda regarding the increased importance for companies to take up environmental, social, and governance (ESG) issues. Mr. Martin says that in his experience, larger companies are more likely to have greater exposure to ESG risks and reputations hinging on oversight of ESG issues, so the issues are more likely to pop up in ...

COVID-19 - Preparing for Counterparty Distress or Insolvency

The full ramifications of the COVID-19 pandemic are uncertain, but we should expect that significant economic dislocation will be felt not only by industries already suffering from financial distress and seeking bankruptcy relief (retail, healthcare, small biotech, pharma companies, and energy) but many other industries, including manufacturers, carriers, ...

Square Gets FDIC's Approval To Launch A Bank In 2021

Michael Nonaka is quoted in Law360 regarding Square Inc.’s approval from the FDIC to form a bank. The article also mentions that, Nelnet, a federal student loans company, received an approval to create a digital-only ILC. Mr. Nonaka says, “The FDIC Board’s approval of the Square and Nelnet applications shows that the ILC charter is compatible with different ...

Companies Have Discretion Over Whether to Disclose Coronavirus Infections

David Martin is quoted in The Wall Street Journal regarding companies’ decisions to disclose potential COVID-19 infections of executives. Mr. Martin says that while companies have leeway on executive medical disclosures, they often have a strong incentive to provide timely information. Doing so prevents employees from leaking information and investors from ...

Big mergers face delays as regulators adapt to pandemic

Johan Ysewyn is quoted in the Financial Times regarding the potential monetary losses and risk of vanishing mergers during the coronavirus crisis. Mr. Ysewyn says, “Authorities are having a gut reaction in resetting their priorities, but in the meantime businesses are losing money every day the deal doesn’t close, while also dealing with the consequences of the ...

Tax Law Changes Make Life Harder for Firms Facing Coronavirus Losses

Daniel Luchsinger is quoted in The Wall Street Journal regarding the effects of the Tax Cuts and Job Act on businesses in the wake of coronavirus losses. The article states that the 2017 tax code overhaul is making life harder for U.S. businesses who have suffered losses and are seeking liquidity. Mr. Luchsinger says, “You want some safety valve in the system ...

Covington Assists Veritas Capital with $5 Billion Acquisition of DXC’s Health and Human Services Business

WASHINGTON—Covington is assisting Veritas Capital with its acquisition of DXC Technology’s U.S. State and Local Health and Human Services business in a deal valued at $5 billion. The transaction is expected to close no later than December 2020, subject to the satisfaction of customary closing conditions. DXC Technology’s U.S. State and Local Health and Human ...

COVID-19: Your Health Plans and Your Business Response

Businesses are rapidly developing strategies to continue functioning and protect their workforces in the face of the growing Coronavirus COVID-19 outbreak. For obvious reasons, businesses may want to deploy health screening, testing, and professional medical advice services—including telemedicine—to their employees and dependents. It is critical that ...

Project Finance Team Joins Covington

NEW YORK—A three-lawyer project finance and development team has joined Covington in the U.S. Joseph Tato, a New York-based partner, represents project sponsors, equity investors, financial institutions, and governments in the development and financing of power, oil and gas, LNG, renewables, water, mining, and other infrastructure projects in the U.S., Africa, ...

Organisations Engaging Contractors in the UK to Prepare for the New Off payroll Working Legislation

Businesses operating in the UK now have less than two months to prepare for implementation of the new off-payroll working legislation on 6 April 2020. Non-compliance could leave organisations with a significant tax liability and may jeopardise important relationships with key contractors, and risk business processes. Companies should act now to ensure they are ...

COVID-19: Legal and Business Toolkit

As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our COVID-19 task force at COVID19@cov.com. Below is a compendium of resources ...

Business Roundtable Members Face Challenge Over Commitments

In an effort to push companies to disclose their social responsibility, shareholders are proposing information on the environment and workers be shared at forthcoming annual meetings. Reid Hooper is quoted in the Financial Times regarding the SEC’s decision to allow such proposals to be voted upon. Mr. Hooper says, “The SEC staff appears to have a taken a ...

Digital Tax Talks May Result in Trade War Even If Democrats Win

Samuel Maruca spoke with Bloomberg about the possibility of a digital tax on tech companies doing business internationally. The U.S. and 130 other countries are currently negotiating at the Organization for Economic Co-operation and Development about a new international tax system that would redefine which countries can tax which corporate profits. There’s ...

Companies Are Grappling With How to Report Coronavirus Risks

David Martin is quoted in The Wall Street Journal regarding the information companies are sharing with the public about how its managing its supply chain in response to coronavirus. Deciding what to disclose depends on what companies view as financially material. In the case of coronavirus outbreak risks, a big part of that calculation so far has involved ...

Covington Advises Univision in Sale of Majority Stake to Searchlight and ForgeLight

WASHINGTON—Covington represented Univision Holdings, Inc. in its definitive agreement to sell a majority ownership interest to private investment firms Searchlight Capital Partners, LP and ForgeLight LLC. Under the terms of the acquisition, Searchlight and ForgeLight will purchase a 64 percent interest from Univision stockholders while Televisa, a leading media ...

US tech tycoons direct personal wealth to new frontiers

Tom DeFilipps spoke with the Financial Times about trends he is seeing in investors’ willingness to invest in tech start-ups. Mr. DeFilipps says he has seen little decline in Silicon Valley’s appetite for risky investments. “You have all of this wealth, and there’s just a limited amount you can do with it within the confines of the way people behave in Silicon ...

Inbound US Real Estate Investments To Face New Oversight

Heather Finstuen is quoted in Law360 regarding CFIUS’s decision to extend its regulatory purview across a broad portion of U.S.-targeted real estate transactions. The new regulations go a step further by clearly defining sensitive locations and the proximity to those locations that could cause national security concerns, which will now be divided by The ...

Trends in Initial Reporting of Critical Audit Matters

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

Covington Represents Piramal in $950M Sale of Healthcare Data and Analytics Company

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

Covington Represents Elanco in Divestitures of Pet Care Products

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

California's New Privacy Rule Will Impact Financial Institutions

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

Fintech Litigation To Watch In 2020

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

California's privacy law arrives to confusion and costs for businesses

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

Are states gaining upper hand in fintech charter battle?

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

Catherine Dargan Named a Most Influential Woman in M&A

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

Reactions to CRA plan signal long fight ahead

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

Checks and Balances: Former AG Holder, Zynga GC Phillips Talk Collaboration in Diversity

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

Covington Represents Merck In $2.7B Acquisition of Cancer Drug Developer

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

U.S. Trade Representative Solicits Comments Regarding France’s Digital Services Tax

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

Foreign Tax Credit Final Regulations and 2019 Proposed Regulations

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

Seven Covington Lawyers Named Law360 MVPs

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

Bank Regulators' Madden Fixes May Not Be Quick Ones

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

Dueling Fintech Regulatory Initiatives May Work Best Together

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

New EBA Guidelines on Outsourcing Agreements: Compliance Required by December 2021

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

Covington Ranked Among Top Ten International Law Firms by Latinvex

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

SEC Proposes Amendments to Proxy Solicitation and Shareholder Proposal Rules

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

Covington Represents Eisai in $330M Royalties Sale

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

Covington Represents Central European Media Enterprises in $2.1B Acquisition

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

Covington Advises BenevolentAI on $90M Investment from Temasek

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

Covington Represents Financial Advisor in Parsley Energy Acquisition of Jagged Peak for $2.27B

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

DAC 6: Mandatory Disclosure Rules for Cross-Border Tax Planning Arrangements

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

SEC's 'Test The Waters' Expansion Could Spur More Offerings

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

Rusty Conner Named Finance, Banking & Capital Markets Trailblazer

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

Clarifications made as SEC extends testing-the-waters provision

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

Former Treasury Official Rejoins Covington

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

Covington Promotes Its Most Diverse Partner Class Ever

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

SEC Allows All Issuers to "Test-the-Waters"

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

Focus Financial Opens Door to Investment Banks

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

Covington Expands M&A Capability in the Middle East with Rupert Harper

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

WirtschaftsWoche Names Covington Top IT Law Firm in Germany

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

Eli Lilly defeats billion-dollar claim over trade secrets

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

5 Questions About Britain’s Minibond Regulatory Scandal

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

Fintech Adoption Poised For Growth In US Despite Lag

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

Exchange Rules Spark Conflict

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

Covington Assists CPI in its Acquisition of GD's Satellite Antenna Systems Business

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

A New Risk Factor in Corporate Disclosures: Active Shooters

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

New Tax Risks for Organisations Engaging Contractors in the UK from 2020

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

Covington Advises Standard Cognition in Series B Preferred Stock Financing

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

Covington Represents Bayer in $585 Million Sale of Dr. Scholl’s™

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

SEC Chairman's Stance on Waivers Gives Companies More Certainty But Does Little to Stem Controversy

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

Covington Advises Autonomous Vehicle Startup in $2.6 Billion Volkswagen Investment

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

Fed Turns Up Heat On Dollar Repo Dodge

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

Covington Represents Peraton in Solers Acquisition

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

Behind the Middle Market Carve-Out Boom: Private Briefing

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

Covington Represents Alion Science and Technology in $225 Million Sale of its Naval Systems Business Unit

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

Covington Represents Merck in $1.05B Acquisition of Peloton Therapeutics

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

Covington Represents LifeArc in Landmark $1.297B Royalty Monetization

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

Amy Wollensack Honored by the Metropolitan Black Bar Association

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

Covington Represents Bayer in $550M Sale of Coppertone™

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

Daily Journal Names Three Covington Partners "Top Women Lawyers"

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

SEC Continues Disclosure Simplification and Modernization

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

BigLaw's Biggest Revenue Gainers And Losers In 2018

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

Exit Strategy

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

Robyn Polashuk Named to Los Angeles Business Journal’s “Most Influential Women Lawyers” List

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

Ralph Voltmer Named to India Business Law Journal’s "International A-list"

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

Top Private Equity Executive Rejoins Covington

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

Covington Recognized with IJGlobal 2018 Awards

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

Covington Represents Elbit in $350M Acquisition of Night Vision Business

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

Covington Represents Biopharmaceutical Startup IFM Tre in $1.575B Sale to Novartis

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

Covington Named “Dealmakers of the Year” by The American Lawyer

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

Billionaire Tshuva May Herald Next Step in Israel-Egypt Ties

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

Ex-Greenberg Traurig Tax Atty Joins Covington’s Tax Group

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

Covington Represented Financial Advisors to NII Holdings in Sale of Nextel Brazil

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

Covington Adds Transactional and Partnership Tax Partner in New York

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

PE Firms Finding New Partners As Club Deals Climb

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

Laura Torre Receives John K. Geiger Award from Her Justice

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

SEC Proposes Expansion of “Testing the Waters” Accommodation

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

Covington Represents the Chicago Cubs in Launch of Marquee Sports Network

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

Covington adds to M&A tech practice

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

US China Trade Talks

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

Covington Snags Ex-Wilson Sonsini Tech M&A Pro In Calif.

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

Wilson Sonsini Tech Dealmaker Jumps to Covington in SF

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

Facebook, Uber Among Cos. Sowing Diversity In Legal Ranks

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

Leading California Technology M&A Lawyer Joins Covington

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

Reg Rollbacks Seen As Bit Player In $28B BB&T-SunTrust Deal

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

Latinvex Names Four Covington Partners Among "Top 100 Lawyers"

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

Covington Nabs Tax Partner From PwC For NY Office

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

Rising from the Ashes: How PG&E's Bankruptcy Threatens the Energy Sector and California's Progress on Climate Change

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

Leading Tax Lawyer Joins Covington

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

Covington Advised SK Holdings in $100M Investment

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

Covington Advises Argentinian Payments Company on Sale with Enterprise Value of $1.42B

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

German Government Further Tightens Foreign Investment Control

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

SEC to Mull Stricter Shareholder Proposal Rules

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

U.S. government shutdown means executives face tough calls on proxies

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

Former OCC Senior Official Joins Covington's Financial Services Practice

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

Tax Technical and Clerical Corrections Act: Discussion Draft

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

Jon Kyl Returns to Covington

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

SEC Adopts New Hedging Disclosure Rules

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

Covington Project Finance Deals Among Deals of the Year at 2018 PFI Awards

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

Tim Stratford Elected Chairman of AmCham China Board of Governors

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

Covington Advises Stagecoach on $271M Sale of North America Division

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

Covington Advises On Real Estate Asset Manager Merger Valued at $940 Million

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

Covington Advises Merck on €2.1 Billion Acquisition of Animal Health Company

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

CFIUS Reform Key Questions for Private Funds to Consider

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

Small banks warned not to over-rely on fintech partnerships

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

Business Groups Push to Neutralize Proxy Advisors

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

Dem AG Gains May Spur State Financial Services Action

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

Covington Advises Standard Cognition in $40M Series A Preferred Stock Financing

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

Covington Assists Veritas Capital with $5.7 Billion Acquisition of athenahealth

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

Covington Ranked Among Top Ten International Law Firms by Latinvex

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

Gridlocked Government May Not Be Bad For Capital Markets

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

Covington Represents Illumina in $1.2 Billion Deal with Pacific Biosciences

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

US regionals may get $8 billion capital break in Fed proposal

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

SEC Report Calls for Better Internal Accounting Controls for Cyber-Related Threats

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

#MeToo Spurs New California Workplace Harassment Protections and Gender Equality on Corporate Boards

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

SEC's Disclosure Simplification Amendments to be Effective Soon: Important Considerations for Upcoming Filings

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

Catharina Min Awarded Inaugural “Trailblazer Award” by the Korean American Bar Association

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

Covington Advises Investcorp on Acquisition of HR Software Provider

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

Covington's Thomas Heymann Named Among Top IT Lawyers in Germany

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

Michael Nonaka Named "Cryptocurrency, Blockchain & Fintech Trailblazer"

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

15 Firms To Lead IPOs Exceeding $1.1B Amid Peak Season

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

Robert Kayihura Joins Covington’s Johannesburg Office as Senior Advisor

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

SEC Becoming More User-Friendly With Disclosure Trims

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

The Securities and Exchange Commission Simplifies Disclosure Rules

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

Few Will Benefit From Narrow Exec Comp Transition Tax Rule

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

China 'keeping wary eye' on US and EU as trade pressure mounts

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

Covington Advises Ziylo on Acquisition by Novo Nordisk

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

A major hurdle in trade talks: US and China ‘play by different economic rules'

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

Covington Advises Sensyne Health on IPO and Pioneering Strategic Agreements

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

Three Covington Lawyers Named Among Law360's "Rising Stars"

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

Trump calls for study on ending quarterly earnings reports

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

New Restrictions on Deductibility of Settlement Payments

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

Covington Represents Emergent BioSolutions in $270M Acquisition

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

Equity Plan Votes Scrapped After Tax Reform

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

AT&T Overpaid Some Pensioners. Now It Wants the Money Back.

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

Few Execs Leave Money on the Table Upon Departure

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

SEC Expands Definition of Smaller Reporting Company

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

Covington Advises Senvion Group on Global Outsourcing

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

California Passes Expansive Consumer Privacy Law

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

Covington Named One of America’s Best by Corporate Board Member

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

Covington Represents Boston Children's Hospital in Royalty Monetization

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

Google Staff in Rare Push Want Executive Pay Tied to Diversity

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

Covington Hosts Project Finance Master Class in Nairobi

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

Covington & Burling's Emily Leonard | Women of Influence 2018

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

Private Equity Team Joins Covington

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

Covington Picks Up 2 Kirkland Partners To Lead PE Practice

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

Two Partners Leave Kirkland to Lead Covington's Private Equity Practice

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

Season Tickets? Steak Dinners? Small Firms Rethink Client Events After Losing Tax Break

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

Covington Advises German Private Equity Fund on Medical Device Acquisition

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

Three Covington Partners Among Top 100 Women Lawyers in California

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

Covington Advises Elbit Systems in $120 Million Acquisition

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

Designing a Compliance Program at AB InBev

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

IP Hires: Covington, Polsinelli, Michael Best

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

Covington Hires Ex-Wilson Sonsini Tech Deals Pro

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

Covington Advises BenevolentAI on £80m Funding and Acquisition

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

3 Alt PE Fund Types Attys Should Know Inside And Out

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

Covington Represents Financial Advisor In $1.8 Billion Optical Tech Acquisition

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

Leading Technology Transactions Partner Joins Covington

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

Covington Nabs Veteran Tech Dealmaker From Wilson Sonsini

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

Covington Expands in EU With Opening Of Frankfurt Base

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

Covington Opens Frankfurt Office

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

Covington wades into Germany with Frankfurt launch

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

Covington & Burling Absorbs German Firm for Frankfurt Launch

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

Covington launches in Frankfurt as Dentons takes chunk of Australia player

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

London looks to African infrastructure and energy markets

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

Covington Secures Presidential Order Protecting Qualcomm from Hostile Takeover

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

Covington Boosts Global Project Finance Offering with Senior Hires

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

Covington hires Mizrahi and Berthelot

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

Covington Advises In Deal Uniting Two of the Largest U.S. Auto Service Providers

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

SEC Adopts New Guidance on Public Company Cybersecurity Disclosures and Insider Trading

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

Covington expands in Dubai

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

Covington Successfully Represents Discovery Communications In DOJ Investigation Into Its Acquisition of Scripps Networks

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

Latinvex Again Names Nicole Duclos and Gabriel Mesa Among "Top 100 Lawyers"

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

The Tax Cuts and Jobs Act of 2017: Employee Benefit and Fringe Benefit Provisions

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

Taxpayers Should Prepare Now for GILTI and FDII

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

Sports Group Of The Year: Covington & Burling

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

It's recommended Mexico review its fiscal regime

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

Robyn Polashuk Named Among Multichannel News’ “Women to Watch”

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

#MCNWW 2018: Women to Watch

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

Clarifications On Tax Reform Will Come, Officials Say

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

IAB/4A’s Release Draft Standard Addendum for Digital Video Advertising in TV Long Form Video for Public Comment

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

Covington Represents Bacardi in Acquisition of Patrón Tequila

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

Department of Labor Scraps Prior Unpaid Intern Test and Adopts More Flexible Approach

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

A bond dispute threatens the future of Islamic finance

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

Clayton's Bid To Revive Public Markets Off To Modest Start

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

SEC Staff Publishes Guidance Regarding Disclosure and New Tax Act

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

Financial Times Names Covington to 2017 North America Innovators List

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

Covington Represents Autifony Therapeutics in Collaboration and Option Deal with Boehringer Ingelheim

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

Four Covington Partners Named Law360 MVPs

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

The EU List of Non-Cooperative Tax Jurisdictions: Implications for Global Businesses

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

Transfer Pricing Specialists Urge A Return To Fundamentals

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

Covington Advises Aristocrat in $990 Million Gaming Acquisition

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

The view from the Summit – Part One

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

What is U.S. law firm Covington looking to achieve in Africa?

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

NDRC Releases Draft Enterprise Outbound Investment Regulations for Public Comment

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

Covington Advises Underwriters on $100 Million IPO of Merchants Bancorp

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

Tax Reform Bill Further Complicates FTC, IRS Official Says

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

Miranda Cole Named Among Politico's "Women Who Shape Brussels"

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

SEC Staff Publishes New Guidance for Shareholder Proposals

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

Covington Advises Financial Advisor to Advanced Accelerator Applications in $3.9 Billion Sale

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

The GOP Wants to Kill Rule That Led to Astronomical CEO Pay

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

New Requirements for Public Company Auditor’s Reports

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

Covington Advises SK Holdings in Acquisition of Significant Minority Interest in Eureka Midstream

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

Covington Advises Underwriters in $400 Million Bond Offering for Clorox

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

Covington Advises Zoetis in $1.25 Billion Debt Securities Offering

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

Ingrid Rechtin Among The Recorder's "Women Leaders in Tech Law"

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

Covington Named International Firm of the Year for Trade by China Law & Practice

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

Women Leaders in Tech Law: Ingrid Rechtin, Covington & Burling

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

SEC Provides New Guidance on Pay Ratio Disclosure Rule

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

The Top Three Political Law Risks for Hedge Funds, Private Equity Funds, and Investment Firms

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

Pensions Come Out Swinging on Board Composition

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

China's State Council Publishes New Guidance on Regulation of Outbound Investment

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

Covington Advises Howard Bancorp On $163.4 Million Acquisition

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

Covington Again Named a Top International Law Firm in Latin America

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

The Greening of America

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

Covington Advises Mexichem on its $1.8 Billion Acquisition of Israeli Irrigation Firm

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

Covington Advises Aristocrat in Acquisition of Plarium and Related Acquisition Financing

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

Covington Wins Two American Lawyer Global Legal Awards

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

Covington Advises Underwriters in $138 Million Stock Offering by Repligen

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

Covington Represents IFM Therapeutics in $300 Million Sale of Assets to BMS

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

A new driver: Graham Vinter

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

Cyber Insurance for Corporations

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

Covington Represents Australian Medical Research Institute in Landmark Royalty Monetization

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

Covington Advises Central European Media Enterprises on $262.2 Million Deal

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

Buyers Struggle To Stomach Valuation Gap Amid Uncertainty

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

Covington Secures Tax Court Victory for Boston Bruins

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

SEC Permits All Companies to File Certain Registration Statements Confidentially

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

Tax Court Rules for Boston Bruins in Case Involving Deductibility of Meal Costs

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

Legal teams rally to defend the rule of law

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

Covington Lawyers Win Three “Europe Women in Business Law Awards"

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

Savvy PE Attys Can Cash In On Blazing Secondaries Market

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

Three Covington Partners Among Top 100 Women Lawyers in California

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

Covington Named One of America’s Best by Corporate Board Member

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

Covington Advises Kate Spade’s Financial Advisor in its $2.4 Billion Sale to Coach

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

Covington to Open South Africa Office

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

Covington announces Johannesburg opening with Chadbourne hires

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

Covington Hires Reed Smith's Former Silicon Valley Leader

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

Covington Adds Reed Smith Tech M&A Partner in Calif.

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

Technology M&A Lawyer Joins Covington

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

Choice Act 2.0: Key Capital Markets and Securities Law Provisions

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

Fintech Regulation

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

Covington Expands Project Finance Team

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

Team of Chadbourne partners opt against Norton Rose merger to launch two offices for Covington

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

Covington hires Chadbourne quartet ahead of office launches

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

Covington Expands into Dubai and Jo'burg

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

Covington Opens Two New Offices After Adding Chadbourne Team

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

Trump Tax Reform Proposal

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

Robyn Polashuk Among LA’s "Most Influential Women Lawyers"

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

SEC Signals Some Relief on Conflict Minerals Rule

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

Covington & Burling Adds Ex-Tyco Counsel In M&A Practice

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

China Seeks Public Comments on Draft Regulation of Cross-Border Data Transfer

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

SEC Requires Hyperlinks to Exhibits

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

Covington Adds Senior M&A Partner

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

EU Adopts Final Regulation On Importation of Conflict Minerals

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

Covington Advises AstraZeneca on Strategic Collaboration with Circassia

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

Leading M&A Lawyer Joins Covington

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

Latinvex Names Gabriel Mesa and Nicole Duclos Among "Top 100 Lawyers"

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

Don't Expect Snap To Single-Handedly Revive IPO Market

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

Comparison of Tax Reform Proposals

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

Life Sciences Group Of The Year: Covington & Burling

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

Potential Effects of the Presidential Transition on Recent Tax Regulations

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

KWM London's former head of fraud and investigations joins Covington

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

Delaware Court Applies Business Judgment Rule to Stockholder Approved Transaction Involving Controlling Stockholder

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

White Collar and Fraud Specialist Joins Covington’s European Practice

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

The Laterals Audit: Tax Attorney Moves In January

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

Covington Represents India-Based Healthcare Company In Drug Portfolio Acquisition

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

FTSE giants launch GC network to tackle rule of law failures

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

Ex-Senate Finance Tax Counsel Joins Covington & Burling

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

Former Senate Finance Tax Counsel Joins Covington

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

Circuits Split on Constitutionality of SEC Administrative Law Judges

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

Activist Investors Set For Busy 2017

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

5 Trends That Shaped The IPO Landscape In 2016

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

Covington Receives M&A Atlas Award for Cross Border Deal of the Year

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

China Business Law Journal Names Weishi Li Among Top Lawyers

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

A New Foreign Investment Regime in the UK

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

SEC Proposes Rules Requiring the Use of Universal Proxy Cards in Contested Director Elections

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

SportsBusiness Journal Names Two From Covington to “50 Most Influential” List

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

SEC Enhances Exemptions for Local Offerings

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

Covington Advises Cantor Fitzgerald in Signal Genetics Merger

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

Covington Advises Jefferies in $830 Million Deal

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

Trump's election: Implications for US infrastructure

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

California Appeals Court Affirms Permanent Injunction Against Use of Noncompete in California Contracts

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

Covington Represents India-Based Healthcare Company in Acquisition

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

Covington Advises AstraZeneca on Divestment of Rights to Rhinocort Aqua

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

Prominent M&A Lawyer Joins Covington

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

Any Agreements with Employees Might Implicate Whistleblower Rules

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

Covington Boosts Project Finance Capability with London Hire

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

Vinter is coming: Covington boosts projects offering as former BG GC returns to private practice

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

Ex-BG Group legal chief Vinter joins Covington as head of project finance

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

Ex-BG general counsel Vinter to join Covington & Burling in London

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

Covington Snaps Up Project Finance Veteran In London

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

Covington Advises on One of the Largest U.S. Pension Transfers

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

Covington grabs partner from Sidley to grow NorCal offices

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

Covington Continues Calif. Growth With Sidley Palo Alto Leader

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

Silicon Valley Dealmaker Joins Covington

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

Leading Silicon Valley Dealmaker Joins Covington

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

Covington Nabs Sidley NorCal Vet To Lead West Coast Deals

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

Pay-to-Play Rules for Swap Dealers

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

Shareholder Activism Here to Stay Because It's Good Business

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

7 Lessons M&A Attys Learned The Hard Way

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

Covington Represents Dana-Farber in Royalty Monetization

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

Covington Represents MRCT in Royalty Monetization Deal

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

Delaware Extends “Cleansing Effect” of Stockholder Merger Vote to Tender Offer Acquisitions

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 ...

Brexit Task Force

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

Health Hires: Greenberg, Covington Add IP, Deals Pros

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 ...

A New Chapter for Non-GAAP Financial Measures

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

UK Votes to Leave the EU

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

Covington Represents Tencent in $8.6 Billion Acquisition

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

Leading Life Sciences Lawyer Joins Covington

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 ...

Covington Lawyers Win Four “Europe Women in Business Law” Awards

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

Covington Receives Top Rankings from Chambers USA

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

Covington Advises Underwriters in Life Sciences Debt Offering

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 ...

Covington Advised Egyptian Investment Bank in Acquisition of Brokerage Firm

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 ...

Covington Advises MagtiCom on Acquisition of ISP Cable Assets

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 ...

Covington Represents Graham Media in Purchase of Television Stations

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. ...

Covington Named One of America’s Best by Corporate Board Member

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

Are Troubled Banks and Fintech a Perfect Fit?

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 ...

New York Adopts Delaware Standards of Review for Going-Private Mergers by Controlling Shareholders

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 ...

Covington Advises Financial Advisor On $2.4 Billion Merger

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 ...

Agencies Re-propose Incentive-Based Compensation Rules for Financial Institutions

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

White Paper: Judicial Opinions on the Trust Indenture Act of 1939

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 ...

Three Covington Partners Among Top 100 Female Lawyers in California

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 ...

Industry Mergers: DoD in Uphill Fight Against Market Forces

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

Covington Advises Turner Sports in Extension of NCAA March Madness Rights

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 ...

Covington Advises Award-Winning Producer on Creation of Media Company

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

JOBS Act's Lift Of Ad Ban Gains Traction With Small Cos.

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

Covington Represents Underwriters in Senseonics' IPO

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

A Less Verbose SEC Means IPOs Are Cleared More Quickly

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.”

Covington Represents MidFirst Bank in Acquisition of 1st Century Bancshares

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 ...

Carlo Kostka Joins Covington's Global Financial Institutions Practice

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 ...

Covington Advises AstraZeneca on European Rights to Moventig

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 ...

Covington Assisted NFL in Negotiation of Thursday Night Football Deal

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

Latinvex Names Gabriel Mesa Among “Top 100 Lawyers”

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

Covington Advises AstraZeneca on mRNA Collaboration

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 ...

Catherine Dargan Named a “Most Influential Woman” in M&A

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

Covington Advises AstraZeneca on Acquisition of Takeda’s Respiratory Business

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 ...

Covington Advises Mexico’s Grupo Mabe on its Sale to Ontex Group

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 ...

Covington Advises Ascension on $200 Million Investment in Accretive Health

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 ...

Tim Stratford Awarded With 2015 AmCham China Pioneer Award

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 ...

Covington Advises Allergy Therapeutics on £11.5 Million Placement and License Agreement

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 ...

Covington Advises Graham Holdings on Group Dekko Acquisition

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

The IRS's intensifying fight over income taxes

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 ...

Covington Advises Prosper Marketplace on BillGuard Acquisition

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 ...

Covington Represents Underwriters in Nabriva Therapeutics IPO

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 ...

Covington Advises UCB on Sale of Kremers Urban Pharmaceuticals to Lannett

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

Covington Advises Tencent on Investment in Kik

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 ...

Covington Advises Morgan Stanley on $2.2 Billion Solar Development Company Sale

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

Covington Advises Allergy Therapeutics on Alerpharma Acquisition and £20 Million Placing

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

Covington Advises Allergan on $2.1 Billion KYTHERA Acquisition

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

Dianne Coffino and Andrea Reister Receive “Americas Women in Business Law” Award

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

Covington Advises Joy Global on Acquisition of Montabert

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

Covington Advises Altice on $9.1 Billion Suddenlink Acquisition

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

Covington Advises Pandora in Acquisition of Next Big Sound

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

Covington Named One of America's Best Corporate Law Firms

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

Covington Advises Public Pension Capital on Partnership with Kramer Van Kirk Credit Strategies

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

Covington Advises Horizon Discovery Group plc on £40.1 million Financing

LONDON, May 13, 2015 — Covington has advised AIM-listed Horizon Discovery Group plc on a £40.1 million accelerated bookbuild placing announced on May 1, 2015. The financing is being undertaken to raise £25 million in new money for the company through a primary offering and £15.1 million for certain shareholders through a sale of their existing shares. The ...

Catherine Dargan Named One of NLJ’s “Outstanding Women Lawyers”

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

Covington Represents Underwriters in Cidara IPO

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

Covington Advises Prosper Marketplace in Series D Financing

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

Chris DeCresce Joins Covington’s Corporate Practice

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

Law360 Names Covington’s Media & Entertainment Practice One of Year’s Best

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

Covington Advises Horizon Discovery Group plc on its Acquisition of Haplogen Genomics GmbH

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

Covington Advises Esteve on Global Collaboration

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

Covington Advises OCP on its Acquisition of Shares in Heringer

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

Your International Compliance Playbook

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

Ebola: harnessing the potential of the private sector

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

FT NORTH AMERICA INNOVATIVE LAWYERS 2014

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

Covington’s Gibson Named Law360 MVP

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

Media & Entertainment MVP: Covington's Doug Gibson

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

Covington Advises Oplink in Its Sale to Koch Industries

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

Covington Advises Indivior on Demerger from Reckitt Benckiser

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

Covington Advises UCB in $1.525 Billion Sale of Kremers

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

Covington & Burling and Slaughter and May advise on Qualcomm’s £1.6bn acquisition of CSR

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

Covington Advises Atlas Pipeline Partners on $5.8 Billion Merger

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

Covington Advises Consort Medical on Aesica Holdco Acquisition and related £260 million financing

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

Covington, In-House Teams Get an Assist on NBA's TV Mega-Deal

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

Covington promotes Chilean in New York

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

Covington Advises NFL on DirecTV Deal

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

Covington Advises Samsung in PrinterOn Acquisition

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

S.E.C. Commissioner Rebukes His Colleagues

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

Covington Advises Ergomed plc on AIM Flotation, Fundraising and Acquisition

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

Covington Advises Illumina on Partnership with Genomics England

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

Covington Advises AstraZeneca on Strategic Transaction with Almirall in Respiratory Disease

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

Covington Advises Oxford BioMedica on £25.7 Million Fundraising

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

Covington Advises Rightster Group plc on Two Acquisitions and Placing of New Shares

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

Alibaba Nears SEC Blessing as Biggest IPO Causes Few Ripples in Washington

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

Deals: Covington, Skadden on $1.3 Billion Aristocrat Leisure Deal

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

Covington Advises MidFirst Bank in Acquisition of Steele Street Bank and Trust

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

Covington Advises MacNeil/Lehrer in Transfer of PBS NewsHour to WETA

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

Covington’s Catherine Dargan Named “Best in Mergers & Acquisitions”

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

Covington Advises Horizon Discovery Group plc on a Key Acquisition

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

Covington Advises Steve Ballmer on Clippers Purchase

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

Covington Advises Graham Holdings in Joyce/Dayton Acquisition

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

The Am Law Daily - Four Firms Score With Record-Setting Clippers Sale

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

Covington Advises Prosper Marketplace in Series C Financing

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

Covington’s Duclos Named to ‘Latin America’s Top 50 Female Lawyers’

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

Covington Advises Lombard Medical in U.S. IPO and Re-domicile

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

Covington Advises Forest Laboratories in $1.1 Billion Acquisition and $415 Million Royalty Monetization

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

Covington Advises Horizon Discovery on AIM IPO

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

Covington Advises Charles Stanley Securities and WG Partners on the Admission to AIM of Venture Life Group plc

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

Covington Advises Vectura Group Plc on Acquisition of Activaero and Fundraising

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

Covington Advises TPG’s American Tire Distributors in $365 Million Acquisition

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

Covington Advises BBVA in Acquisition of Simple

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

Covington Advises GCP in Investment Agreement with First Mariner Bancorp

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

Covington’s J. D. Weinberg Presents at Bank Director’s Conference on Strategic Mergers

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

Covington Advises Aspera on Its Sale to IBM

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

Covington Advises NHL on $5 Billion Canadian Broadcast Rights Deal

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

Covington Advises Rightster on AIM IPO

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

Covington Receives Two M&A Atlas Awards

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

Covington Wins Six LMG Life Sciences Awards

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

Covington’s Catherine Dargan Named “D.C. Deal Maker of the Year”

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

Deming and Goodwin Named to List of “Top 100 Lawyers” in California

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

Covington Advises Microsoft in EUR 5.44 Billion Nokia Transaction

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

Covington Advises Octavian on Transaction with TPG Special Situations Partners

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

Covington Advises ReNeuron Group on £33 million Financing Package

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

Covington Wins Two American Lawyer Global Legal Awards

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

Covington Ranked in Top 20 in Emerging Markets M&A Transactions

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

Covington Advises Governance for Owners in Partnership with Engaged Capital

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

Covington Advises Microsoft in Cloud Partnership with Oracle

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

Covington’s Peets and Prescott, Named “Best in Copyright” and “Best in Investment Funds”

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

Covington Advises Canaccord Genuity Ltd and WG Partners on Lombard Medical Fundraising

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

Covington Advises Omthera Pharmaceuticals on Merger with AstraZeneca

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

Covington Named One of America’s Best Corporate Law Firms

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

Toro and Winner Named Top Women Lawyers in California

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

Covington Advises Silence Therapeutics Plc on Equity Fundraising

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

Covington Advises MyPublisher in Shutterfly Merger

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

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Covington Advises Mexichem on its $1.8 Billion Acquisition of Israeli Irrigation Firm

Ingrid Rechtin Among The Recorder's "Women Leaders in Tech Law"

Covington Named One of America's Best Corporate Law Firms by Corporate Board Member

Corporate

Representative Matters

Altice Cross-Border Telecoms Acquisition

Eli Lilly in €2.1 billion Euronotes Offering

American Airlines in Technology Services Agreements

Bankwell Financial IPO

HealthpointCapital in Acquisition and Exit of French Company

HealthSouth Senior Notes Offering

Horizon Discovery Group IPO on AIM

ICICI and Standard Chartered Financings of Power and Port Expansion Projects

ICICI Bank in a $1.7 billion structured financing

Illumina Decoding UK-based Human Genome

Incline Equity Sale of Belt Curve Manufacturer

Indivior $1.6 billion Demerger

Indian Energy Limited Takeover

Indymac

Innovative Fund Restructuring and Creation of Preferred Interest

Investors in its Funding of Clinical Cancer Genomics Company

Investigation in Self-Dealing and Financial Reporting Irregularities

Helping Clients Increase Their CPA Zicklin Scores

Jefferies Group $1 billion Senior Notes Offering

JFK International Airport Cogeneration Facility

JLG in Merger of Heavy-Duty Commercial Vehicle Companies

Johnson & Johnson $2 billion Investment Grade Debt Offering

Joint Venture for Creation and Launch of 120 Sports

Joy Global Acquisition of Heavy Construction Equipment Manufacturer

Joy Global Acquisition of Mining Equipment Manufacturer

Kamylon Sale of Wheel Manufacturing Assets

Kennedy Trust Royalty Monetization

Kerr-McGee Acquisition

Kit Check Pharmacy Automation System Distribution

Kite Pharma IPO and Follow-On Offering

Launch of the WWE Network

Leading Asset Manager in Emerging Market Fund Formation

Lear Corporation

Lehman Brothers

Licensing and Enforcement-Based Royalties

Life Sciences Investors in Series C Funding of Development Stage Biotech Company

LightBridge Communications in Cross-Border Acquisition

IRS Disputes with Sports Clubs and Affiliated Cable Network

Joint venture for largest spirits company in the world

Kayne Anderson Capital Advisors on a Range of Sports Lending Transactions and Other Investments

Landmark Ruling for Tennis Channel

Largest Media Rights Deal in NHL History

Launch of LA Dodgers Regional Sports Network

LaRue v. DeWolff, Boberg & Assocs., Inc., 128 S. Ct. 1020 (2008) (counsel for amicus)

Launch of the Indian Super League

LIN TV Corp. in Acquisition of Red McCombs Media

Linzor Capital Partners Retail Merger in Mexico

Major League Baseball in the launch of the MLB Network

Blockchain Asset Acquisition

Bacardi Transaction

Advised UK-headquartered Software Developer

KKR and Texas Pacific Group Acquisition of TXU Corp.

Vivint Solar Acquisition by SunEdison

Residential Solar Division Sale to groSolar

Corporate Counsel to Blockchain Startup

$2 billion Los Angeles Clippers Acquisition

$1.6 billion Acquisition Creates Mexico’s Largest Pension Fund

501(c)(6) association advice

$52 Million Jury Verdict for Caliper Life Sciences in Trade Secret Misappropriation

Acquisition for global fashion brand

Acquisition of Bank Holding Company in Wyoming

Acquisition of large portfolios of private equity interests

Acquisition of Le Meridien Hotel at the Dallas Galleria

Snow Phipps’ Creation of Acentia

Acquisition of IP Assets via Bankruptcy Estate Auction

Acquisition of Leading Pharmaceutical Contract Development and Manufacturing Company

Acquisition of Optical Components Manufacturer

Acquisition of the New Orleans Hornets

Acquisition of Unilever’s Global Prestige Fragrance Business

Advising Large Public Companies and Investors on Corporate Governance Matters

Ahern Rentals

Airline Global Distribution Arrangements in Asia

Allergan Acquisition of Aesthetics Biopharmaceuticals Company

Altice’s $9.1 Billion Suddenlink Acquisition

Covington Advises Mexichem on its $1.8 Billion
Acquisition of Israeli Irrigation Firm

Ingrid Rechtin Among The Recorder's
"Women Leaders in Tech Law"

Covington Named One of America's Best
Corporate Law Firms by Corporate Board Member