Capital Markets and Securities

January 2021

Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs 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 ...

January 13, 2021

LONDON–Covington advised Sensyne Health plc, a UK clinical artificial intelligence company listed on the London AIM market, on its £27.5 million equity fundraising. The fundraise consisted of a placing with institutional investors, a subscription by directors and senior management, and an open offer to the company's existing shareholders. Covington also advised ...

January 4, 2021, Covington Alert

On December 22, 2020, the SEC approved a rule change by the New York Stock Exchange (the “NYSE”) to allow issuers to offer and sell newly issued shares through the direct listing process (a “Primary Direct Floor Listing”). The NYSE historically has allowed direct listings only when issuers list securities on the NYSE in tandem with an offering of outstanding ...

December 30, 2020, Covington Alert

On December 22, 2020, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued disclosure guidance applicable to transactions involving special purpose acquisition companies (“SPACs”). CF Disclosure Guidance: Topic No. 11 outlines the Division’s view that certain aspects of SPAC initial public offerings (“IPOs”) and ...

December 15, 2020, Financial Times

John Ahern spoke with the Financial Times about an investment fund that is profiting off the rents from social housing programs in the UK paid by taxpayers. The fund claimed to be a cheaper option than alternatives, such as hotels and bed and breakfasts. Mr. Ahern says, “It’s the lesser of two evils.” More high-quality homeless accommodation is good, even if ...

December 8, 2020, Covington Alert

On November 24, 2020, Glass Lewis published updates to its proxy voting guidance for annual shareholder meetings to be held after January 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, environmental and social issues, and compensation issues. Glass Lewis also published updates to its guidance on shareholder ...

December 7, 2020, Business Insider

Chris DeCresce spoke with Business Insider about the complexities for  companies who choose to go public. Mr. DeCresce says going public isn't all roses. It “does add another layer of complexity to the business.” He adds, “Drafting the S-1 can put a lot of stress on the CFO and the accountants. It can also distract the management team from their traditional ...

December 7, 2020, Covington Alert

On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) submitted a proposal (the “Proposal”) to the Securities and Exchange Commission (the “SEC”) to amend its listing standards to require, subject to certain exceptions, new disclosures regarding director diversity. If adopted, the Proposal would require the board of a Nasdaq-listed company to have at least ...

November 20, 2020, The Banker

John Ahern appeared on The Banker Podcast to discuss how banks can best prepare for a no-deal Brexit, as well as the fallout from the Wirecard scandal in terms of regulators’ views on the fintech community. 

November 20, 2020, Covington Alert

On November 17, 2020, the Securities and Exchange Commission (the “SEC”) took long-awaited action to modernize its electronic filing requirements to permit the use of electronic signatures in SEC filings. The rule amendments will become effective immediately upon their publication in the Federal Register. We expect that public companies and other filing persons ...

November 19, 2020, Covington Alert

On November 12, 2020, Institutional Shareholder Services (“ISS”) published updates to its proxy voting guidance generally for annual shareholder meetings to be held on or after February 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, and environmental and social issues.

November 18, 2020

PALO ALTO—Covington advised Flyreel, which offers insurance-specific AI for commercial and residential property insurance providers, in a $10 million Series A financing led by IA Capital Group. Flyreel’s powerful AI mobile app, Property AI Assistant, guides policyholders through contact-free and fully-automated self-inspections. As policyholders scan their ...

November 4, 2020, Law360

Brian Rosenzweig shares his thoughts with Law360 about U.S. presidential election’s uncertainty affecting capital markets.

October 22, 2020, Covington Alert

This is a playbook for a virtual meeting of shareholders of a public company. This playbook answers questions that companies may have about planning and holding such a meeting.

October 12, 2020

WASHINGTON—Covington represented TriState Capital Holdings, Inc., which entered into a definitive agreement with funds managed by Stone Point Capital LLC to raise $105 million in new capital to finance the continued execution of the company’s high-growth strategy for its TriState Capital Bank and Chartwell Investment Partners businesses. TriState Capital is a ...

October 5, 2020, Covington Alert

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the shareholder proposal rule: Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 requires companies that are subject to the federal proxy rules to include shareholder proposals in their shareholder meeting proxy statements, subject to certain procedural and ...

September 15, 2020

WASHINGTON—Covington was recognized as a Deal of the Year winner in the Capital Markets category at the inaugural IFLR1000 United States Awards, in connection with its work as co-issuer’s counsel on Uber Technologies’ U.S. IPO on the New York Stock Exchange. Covington served as Uber’s co-counsel on its $8.1 billion initial public offering of 180,000,000 shares ...

September 8, 2020, Covington Alert

On August 26, 2020, the Securities and Exchange Commission (the ”SEC”) amended the definitions of “accredited investor” in Rule 501(a) of Regulation D and “qualified institutional buyer” (“QIB”) in Rule 144A, each under the Securities Act of 1933 (the “Securities Act”). These amendments are part of the SEC’s broader effort to simplify, harmonize, and improve the ...

August 31, 2020, Covington Alert

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the business (Item 101), legal proceedings (Item 103) and risk factor (Item 105) disclosure requirements of Regulation S-K. These amendments are part of the SEC’s ongoing Disclosure Effectiveness Initiative, the goal of which is to modernize the business and financial ...

August 23, 2020, The Wall Street Journal

John Ahern is quoted in The Wall Street Journal regarding the restructuring of European banks following the COVID-19 pandemic. Mr. Ahern says geographical diversification used to be seen as a way to offset weakness when one market cooled. “In coronavirus, you have a global economy almost in shutdown. You're not leveraging an advantage and can be exposed to too ...

August 8, 2020, Börsen-Zeitung

August 5, 2020, Law360

John Ahern is quoted in Law360 regarding the UK’s increased crackdown on market abuse during the COVID-19 pandemic. Mr. Ahern says tackling market abuse appears to be "very close to the heart" of Mark Steward, the FCA's head of enforcement and market oversight, who reiterated in May that the FCA is continuing to monitor and investigate firms' conduct in real ...

August 2020, Insights

July 27, 2020, Covington Alert

On July 22, 2020, the Securities and Exchange Commission (SEC) adopted several proxy rule amendments dealing with proxy advisory firms as part of its ongoing effort to modernize the proxy voting system. The proxy rule amendments, which were proposed in November 2019, codify the SEC’s view that proxy voting advice generally constitutes a solicitation under the ...

July 20, 2020, Covington Alert

The COVID-19 pandemic continues to present public companies with new regulatory compliance and financial reporting challenges. Adjusting the presentation of GAAP financial measures to take into account COVID-19-related expenses is one such challenge and should be considered carefully in light of the SEC’s heightened scrutiny in this area. The SEC’s Division of ...

July 9, 2020, Covington Alert

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’ ...

June 11, 2020, Covington Alert

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 ...

June 2, 2020, Covington Alert

Increased attention has recently been given by both investors and the Securities and Exchange Commission (SEC) to promoting clear and comparable disclosures of environmental, social and governance (ESG) factors. On May 21, the SEC's Investor Advisory Committee (Committee) debated and endorsed recommendations of the Investor as Owner Subcommittee that the SEC ...

June 1, 2020

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 ...

May 14, 2020, Covington Alert

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 ...

May 7, 2020, Covington Alert

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 ...

April 2020, Covington Alert

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.

April 16, 2020, Covington Alert

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.

April 14, 2020, Covington Alert

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, ...

April 9, 2020, Covington Alert

The SEC and its staff have responded to the COVID-19 pandemic by providing public companies and other filers affected by the pandemic with relief from certain reporting requirements, as well as helpful disclosure guidance.

April 7, 2020, Covington Alert

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.

April 2, 2020, Covington Alert

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.

March 30, 2020, Law360

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 ...

March 27, 2020, Law360

Brian Rosenzweig is quoted in Law360 regarding the effects of coronavirus on startup business funding. Mr. Rosenzweig says, "There will still be [funding] opportunities, but it will be more competitive.”

March 26, 2020, Covington Alert

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

March 25, 2020, Covington Alert

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

March 20, 2020, Covington Alert

January 28, 2020, Covington Alert

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

November 11, 2019, Covington Alert

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

October 11, 2019, Law360

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

October 10, 2019

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

October 10, 2019, International Financial Law Review

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

October 8, 2019, Covington Alert

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

September 27, 2019, Covington Alert

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

April 30, 2019, Covington Alert

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

February 25, 2019, Covington Alert

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

January 7, 2019, Covington Alert

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

November 7, 2018, Law360

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

October 25, 2018, Covington Alert

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

October 10, 2018, Covington Alert

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

October 3, 2018, Covington Alert

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

September 21, 2018, Law360

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

September 5, 2018, Law360

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

August 29, 2018, Covington Alert

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

August 17, 2018

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

July 9, 2018, Covington Alert

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

April 20, 2018

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

March 1, 2018, Covington Alert

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

January 1, 2018, Law360

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

December 28, 2017, Covington Alert

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

December 26, 2017

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

November 14, 2017

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

November 7, 2017, Covington Alert

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

November 2, 2017, Covington Alert

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

October 9, 2017

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

September 26, 2017, Covington Alert

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

September 22, 2017, Law360

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

August 10, 2017

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

July 5, 2017, Covington Alert

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

June 16, 2017

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

May 2, 2017, Covington Alert

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

April 17, 2017, Covington Alert

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

April 11, 2017, Covington Alert

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

March 28, 2017, Covington Alert

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

February 28, 2017

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

February 24, 2017, Law360

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

January 4, 2017, Covington Alert

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

December 22, 2016, Law360

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

December 6, 2016, Covington Alert

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

December 1, 2016, Covington Alert

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

September 13, 2016, Daily Journal

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

September 13, 2016, The Recorder

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

September 13, 2016, ABF Journal

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

September 12, 2016

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

September 12, 2016, Law360

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

August 30, 2016, Covington Alert

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

June 28, 2016, Covington Alert

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

June 21, 2016

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

June 17, 2016

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

June 13, 2016, Covington Alert

The Federal Reserve has recently sent non-compliance notices to U.S. issuers of foreign-currency denominated bonds that are sold abroad (“foreign bonds”), including Euro bonds, for failure to submit Treasury International Capital (TIC) Form SLT. Although the final instructions for Form SLT were promulgated in February 2011, this filing requirement has come as a ...

June 3, 2016

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

June 3, 2016

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

April 27, 2016, Covington Alert

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

April 4, 2016, Law360

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

March 24, 2016

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

March 18, 2016, Law360

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

December 18, 2015, Covington Alert

December 14, 2015, Covington Alert

December 9, 2015, Covington Alert

December 8, 2015

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

November 23, 2015

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

October 27, 2015, Covington Alert

September 30, 2015

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

August 10, 2015, Covington Alert

July 6, 2015, Covington Alert

July 2015, Insights

May 1, 2015, Covington E-Alert

April 20, 2015

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

March 27, 2015, Covington E-Alert

February 18, 2015

WASHINGTON, DC, February 18, 2015 — The BTI Consulting Group has named Covington & Burling partners David Martin, Keith Noreika, Jeannie Perron, Michael Riella, and Peter Schwartz to its 2015 “Client Service All-Stars” list for demonstrating “superior client focus, innovative thought leadership, unmatched business understanding, and outstanding results.” BTI is ...

February 12, 2015, Covington E-Alert

January 26, 2015

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

January 15, 2015

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

January 7, 2015

Beijing, January 7, 2015 — Covington & Burling is pleased to announce that Ruixue Ran, one of Asia’s leading intellectual property lawyers, is joining the firm’s Beijing office as a partner. Ms. Ran is expected to further expand Covington’s ability to assist its multinational clients with their cross-border intellectual property issues involving China. With ...

November 10, 2014, Covington Advisory

July 10, 2014, Bloomberg

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

February 26, 2014, Covington E-Alert

January 31, 2014, Covington Advisory

December 18, 2013, Covington Advisory

December 18, 2013, Covington Advisory

November 12, 2013

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

October 30, 2013, Covington Advisory

September 20, 2013, Law360

September 19, 2013, Covington Advisory

July 29, 2013, Covington Advisory

July 24, 2013, Covington Advisory

July 22, 2013, Law360

July 17, 2013, Covington Advisory

July 3, 2013, Covington Advisory

June 21, 2013

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

June 20, 2013

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

May 31, 2013, Law360

May 31, 2013, Covington E-Alert

May 16, 2013, Covington E-Alert

April 3, 2013, Covington E-Alert

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

March 4, 2013, Covington E-Alert

February 26, 2013

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

February 26, 2013

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

February 13, 2013, Covington E-Alert

February 12, 2013, Covington E-Alert

February 2013, Insights

January 29, 2013, Covington Advisory

January 18, 2013, Covington Advisory

January 7, 2013

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

January 3, 2013, Covington Advisory

December 19, 2012

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

November 12, 2012

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

11/7/2012

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

October 1, 2012

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

September 24, 2012

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

September 13, 2012

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

September 10, 2012, Covington Advisory

August 29, 2012, Covington Advisory

August 27, 2012

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

August 24, 2012, Covington E-Alert

August 1, 2012, Covington E-Alert

August 1, 2012, Wall Street Lawyer

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

July 27, 2012, Covington E-Alert

June 25, 2012, Covington Advisory

June 4, 2012

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

May 2, 2012

WASHINGTON, DC, May 2, 2012 — D.C. Super Lawyers selected 64 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects no more than five percent of the total lawyers who practice in Washington based on peer review and the publication’s independent research. Deborah Garza and Robert Long have been named among the “Top 100” for ...

May 2012, World Securities Law Report

April 20, 2012, Covington Advisory

April 2, 2012, Covington Advisory

March 19, 2012

SAN FRANCISCO, March 19, 2012 — Covington & Burling LLP is pleased to announce that Nora Gibson, a well-regarded capital markets lawyer, has joined the firm’s corporate practice as a partner. She will be resident in the firm’s San Francisco office. Ms. Gibson advises companies and underwriters in initial public offerings and other capital market transactions. ...

February 15, 2012

WASHINGTON, DC, February 15, 2012 — BTI Consulting Group named Tim Hester, chair of Covington & Burling’s management committee, as one of its 2012 “Client Service All-Stars.” The BTI “Client Service All-Stars” are North American and European lawyers who have been identified based on the unprompted, unequivocal recommendations from corporate counsel for ...

January 9, 2012, Covington E-Alert

December 2011, Insights

November 30, 2011

WASHINGTON, DC, November 30, 2011 — Washingtonian magazine has named 34 Covington & Burling attorneys as “Best Lawyers” in its December issue. The biennial list, compiled by the magazine’s editorial staff, identifies leading lawyers in the Washington area. Of the approximately 800 “Best Lawyers” identified in the issue, Washingtonian included profiles of 31 ...

September 27, 2011

NEW YORK, September 27, 2011 — Twenty Covington & Burling LLP lawyers are recognized in the 2011 edition of New York Super Lawyers. The annual list by Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Sixteen Covington lawyers were named New York Super Lawyers: Jack ...

September 27, 2011, Covington E-Alert

9/23/2011

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

September 7, 2011

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

September 7, 2011, Covington E-Alert

August 31, 2011

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

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

July 15, 2011

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

June 10, 2011

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

April 1, 2011, Corporate Accountability Report

January 31, 2011, Covington E-Alert

January/February 2011, The Corporate Governance Advisor

January 26, 2011, Covington Advisory

December 7, 2010

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

December 2010, first published in Westlaw Business Currents

October 20, 2010, Covington Advisory

October 15, 2010, Covington E-Alert

October 12, 2010

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

October 7, 2010, Covington Advisory

August 25, 2010, Covington Advisory

August 6, 2010

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

July 22, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 20, 2010

NEW YORK, July 20, 2010 — SandRidge Energy, Inc. has completed its acquisition of Arena Resources, Inc., creating a combined company with an enterprise value of approximately $6.2 billion. Covington & Burling LLP advised SandRidge Energy on the transaction. The merger closed on July 16 following special meetings of the stockholders of each company. The ...

July 2, 2010, Covington E-Alert

June 24, 2010, Covington E-Alert

June 16, 2010

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

May 27, 2010, Covington E-Alert

May 24, 2010, Covington E-Alert

May 21, 2010, Covington E-Alert

May 2010, Investment Advisor Association Newsletter

April 12, 2010

NEW YORK, April 12, 2010 — Covington & Burling LLP’s Scott Smith has been named “Dealmaker of the Week” by The Am Law Daily. Mr. Smith, chair of the firm’s M&A and private equity practices, was recognized for advising SandRidge Energy in its acquisition of Arena Resources, a deal that was announced April 4. The other members of the New York and Washington ...

March 16, 2010, Covington Advisory

February 24, 2010

LONDON, February 24, 2010 — Vernalis plc, the London main market listed pharmaceutical company, announced on 11 February the completion of a fully underwritten placing and open offer raising £30 million before expenses. Vernalis proposes to apply most of the proceeds of the fundraising to regain the right to the royalties from Menarini’s sales of frovatriptan by ...

January 28, 2010, Covington Advisory

January 5, 2010, Covington Advisory

11/23/2009

WASHINGTON, DC, November 23, 2009 — Twenty-five Covington & Burling LLP attorneys are recognized as “Top Lawyers” in the December issue of Washingtonian magazine. The list, compiled by the magazine’s editorial staff, identifies leading lawyers in the Washington area. Of the “Top Lawyers,” Washingtonian identified 30 as “stars of the bar.” Among them is Michael ...

November 9, 2009, Covington Advisory

October 29, 2009, Covington E-Alert

9/2/2009

LONDON, September 2, 2009 — Indian Energy, an independent power producer operating wind farms in India, today announced its admission to AIM, raising £9.75 million before expenses through a placing of ordinary shares. Covington & Burling LLP advised Indian Energy on the transaction. Indian Energy is focused on building a portfolio of wind power generating ...

August 12, 2009, Covington Advisory

August 7, 2009

WASHINGTON, DC, August 7, 2009 — Covington & Burling LLP received 131 individual mentions in 38 areas of law in the 2010 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

August 5, 2009, Covington E-Alert

7/22/2009

WASHINGTON, DC, July 22, 2009 — Energy Conversion Devices, Inc. (ECD), a NASDAQ-listed leading global manufacturer of thin-film flexible solar laminate products for the building integrated and commercial rooftop markets, and Solar Integrated Technologies, Inc. (SIT), an AIM-listed leading provider of building integrated photovoltaic roofing systems, today ...

July 20, 2009, Covington E-Alert

July 6, 2009, Covington E-Alert

July 1, 2009, Covington Advisory

June 17, 2009, Covington E-Alert

June 12, 2009

WASHINGTON, DC, June 12, 2009 — Covington & Burling LLP received 100 individual mentions and 40 practice mentions in Chambers USA 2009. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...

June 10, 2009, Covington E-Alert

May 21, 2009, Covington Advisory

March 27, 2009, Covington E-Alert

February 3, 2009, Covington Advisory

December 17, 2008, Covington E-Alert

November 21, 2008, Covington E-Alert

10/9/2008

NEW YORK, NY, October 9, 2008 — Covington & Burling LLP advised UBS AG in connection with its recently filed registration statement with the SEC covering $21.5 billion in novel Auction Rate Securities Rights. These Rights were issued by UBS in connection with its settlements with various securities regulators regarding UBS's participation in the auction rate ...

September 29, 2008

WASHINGTON, DC, September 29, 2008 — Covington & Burling LLP received 124 individual mentions in 40 areas of law in the 2009 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

August 22, 2008, Covington Advisory

8/7/2008

WASHINGTON, DC, August 7, 2008 — On August 5, Intercell AG completed its acquisition of Iomai Corporation (now known as Intercell USA, Inc.) in a deal that will create a leading traveler’s vaccine portfolio. Covington & Burling LLP advised Intercell on the transaction. Intercell is a growing biotechnology company which focuses on the design and development of ...

July 30, 2008, Covington Advisory

6/5/2008

WASHINGTON, DC, June 5, 2008 — Covington & Burling LLP partner David Martin has been elected 2008-09 President of the Board of Trustees of the Securities and Exchange Commission Historical Society. The SEC Historical Society is a non-profit institution, independent of and separate from the U.S. Securities and Exchange Commission, which preserves and shares SEC ...

4/3/2008

WASHINGTON, DC, April 3, 2008 — Covington & Burling LLP has announced the promotion of four new of counsels and five new special counsels in the firm’s five offices. The new of counsels are as follows:  Christopher Denig (Washington) focuses on representing clients in complex federal civil litigation (including class actions), internal corporate ...

February 2008, Insights

January 9, 2008, Covington Advisory

1/8/2008

WASHINGTON, DC, January 8, 2008 — Joy Global Inc., a worldwide leader in high-productivity mining solutions, reported today that it has signed a definitive agreement to acquire 100% of the stock of NES Investment, Co., the parent holding company of Continental Global Inc. Continental designs, manufactures, installs and services highly engineered bulk material ...

11/30/2007

WASHINGTON, DC, November 30, 2007 — Nineteen Covington & Burling LLP attorneys are recognized as “Top Lawyers” in the December 2007 issue of Washingtonian magazine. The list, compiled by the magazine’s editorial staff based on peer recommendations, identifies leading lawyers in the Greater Washington area. Of the “Top Lawyers,” Washingtonian identified 30 as the ...

October 30, 2007, Covington E-Alert

10/1/2007

WASHINGTON, DC, October 1, 2007 — Covington & Burling LLP announced that six of its associates have been elected to the firm’s partnership, effective today. Stuart Stock, chair of the firm’s management committee, commented, “These six outstanding men and women are representative of Covington’s depth and excellence. We are pleased to welcome them to our ...

9/28/2007

WASHINGTON, DC, September 28, 2007 — In its inaugural year, The Legal 500 US has recognized Covington & Burling LLP’s practice excellence in 23 fields. Compiled in four volumes published in 2007, the Legal 500 US singles out the following practices:  Broadcasting and Digital Buyouts: sub-$1b Copyright - regional Copyright Litigation - regional Data ...

September 6, 2007

WASHINGTON, DC, September 6, 2007 — Covington & Burling LLP received 115 individual mentions in 38 areas of law in the 2008 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The recipients are as follows: Administrative: E. Edward Bruce and ...

August 15, 2007, Covington Advisory

August 6, 2007, Covington Advisory

August 2007, Insights

July 12, 2007, Covington Advisory

July 2, 2007, Covington Advisory

July 2007, Securities Litigation & Regulation Reporter

June 29, 2007, Covington Advisory

June 18, 2007

WASHINGTON, DC, June 18, 2007 — Covington & Burling LLP received 44 practice mentions and 74 individual mentions in the newly released 2007 Chambers USA guidebook. The 2007 edition of Chambers USA attempts to identify the most skilled legal practitioners throughout the country based on the qualities most valued by clients. Covington attorneys have been ...

June 8, 2007

May 31, 2007, Covington E-Alert

April 6, 2007, Covington Advisory

March 26, 2007, Covington E-Alert

March 19, 2007, Covington Advisory

February 2007, Insights

December 28, 2006, Covington Advisory

December 19, 2006, Covington Advisory

10/16/2006

WASHINGTON, D.C., October 16, 2006 — The board of directors of JLG Industries, Inc. (NYSE: JLG) has approved an all cash offer of $28.00 per common share to merge with, and become, a subsidiary of Oshkosh Truck Corporation (NYSE: OSK). According to JLG’s press release, the $3.2 billion merger is dependent on the approval of JLG shareholders. The transaction is ...

9/29/2006

<?xml:namespace prefix="st1"?><st1:state w:st="on">WASHINGTON</st1:state>, D.C., September 29, 2006 —  <st1:city w:st="on"><st1:place w:st="on">Covington</st1:place></st1:city> represented Hanesbrands Inc. in its recent spin-off from the Sara Lee Corporation.  Hanesbrands began trading on the New York Stock Exchange under the ticker symbol HBI on September 6. ...

August 23, 2006, Covington Advisory

July 27, 2006, Covington Advisory

July 2006, PLC Magazine

June 27, 2006, Covington Advisory

June 23, 2006

NEW YORK, June 23, 2006  -  The board of directors of Kerr-McGee Corp. (NYSE: KMG) has approved an all cash offer of $70.50 per common share to merge into Anadarko Petroleum Corp. (NYSE: APC).  According to Kerr-McGee's press release , the $18 billion merger is dependent on the approval of Kerr-McGee stockholders.  It is expected to be finalized by the end of ...

June 5, 2006

WASHINGTON, DC, June 5, 2006 -  Fifty Covington & Burling lawyers practicing in 27 fields and in each of the firm's US offices were recognized as "leaders in their field" in this year's edition of Chambers USA - America's Leading Business Lawyers. The 2006 edition of Chambers USA, which was released June 2, 2006, attempts to identify the most skilled legal ...

June 2006, Focus Europe AIM Supplement, Corporate Counsel

May 26, 2006, Covington Advisory

May 8, 2006, Covington E-Alert

April 20, 2006

LONDON, April 20, 2006 - Covington & Burling has advised Baltic Oil Terminals (Baltic) on its £31.4 million placing and listing on the London Stock Exchange's AIM market.  Baltic, a London-based company, has been established to invest in oil infrastructure projects and upstream activities in Russia and other countries in the former Soviet Union.Baltic will raise ...

April 2006, Capital Aberto

March 2006, Insights

January 18, 2006, BNA Corporate Counsel Weekly

January 9, 2006, Covington Advisory

January 7, 2006, Covington Advisory

December 9, 2005

WASHINGTON, D.C., December 9, 2005 -  Covington & Burling represented Tronox Inc. in the completion of its initial public offering and related debt financings valued at approximately $800 million.  Tronox's IPO involved 17,480,000 shares of its Class A common stock and approximate gross proceeds of  $245 million.  Covington also advised on related debt ...

October 3, 2005

WASHINGTON, D.C., October 3, 2005 - Covington & Burling announced the election of ten new partners, effective October 1. Stuart Stock, chair of the firm's management committee, commented: "These exceptional lawyers reflect the strength, excellence and diversity of the firm, and the continuing growth of our practices across the firm."  Covington's newest partners ...

October 2005, Insights: The Corporate & Securities Law Advisor

September 15, 2005

WASHINGTON, D.C., September 15, 2005 -  Covington & Burling represented the Board of Directors of Certegy, Inc. in its merger agreement with Fidelity National Information Services (FIS), a subsidiary of Fidelity National Financial, Inc.  The transaction will combine operations to form a single publicly traded entity. According to the terms of the agreement, ...

September 13, 2005

WASHINGTON, D.C., September 13, 2005 -  Forty-six Covington & Burling lawyers practicing in 27 fields were recognized in the 2006 edition of The Best Lawyers in America. The number of Covington lawyers listed increased by over 40% from the last edition.  This biennial compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide ...

September 1, 2005

WASHINGTON, D.C., September 1, 2005 -  Covington & Burling advised Perseus LLC, a merchant bank and private equity fund management company, in the acquisition of Dallas-based clothing maker Haggar Corp.  Perseus, along with Infinity Associates LLC and Symphony Holdings Limited, acquired Haggar in a transaction valued at approximately $212 million. According to ...

July 26, 2005, Covington Advisory

July 8, 2005, BNA Corporate Accountability Report

June 29, 2005, Drug Information Association Annual Conference, Washington, DC

June 16, 2005, Covington Advisory

May 11, 2005

WASHINGTON, D.C., May 11, 2005 -  Covington & Burling advised Mobile Satellite Ventures and TerreStar Networks Inc. in connection with a recently announced private equity deal.  According to the terms of the transaction, Motient Corp., an owner of MSV, purchased $200 million of TerreStar's common stock.  After the deal, Motient Corp. will own approximately 61% ...

May 10, 2005

NEW YORK, NY, May 10, 2005 -  Covington & Burling represented UBS as financial advisor to Duke Energy Corp. in its recently announced merger agreement with Cinergy Corp.  The all stock transaction is valued at about $9 billion, with each common share of Cinergy converting to 1.56 shares of Duke Energy. The newly formed company, called Duke Energy Corporation, ...

April 14, 2005

NEW YORK, NY, April 14, 2005 -  Kerr-McGee Corporation announced today its intention to repurchase up to $4 billion of common stock through a modified "Dutch Auction"  tender offer.  Covington advised Kerr-McGee on this matter.Kerr-McGee has also obtained commitments from JP Morgan and Lehman Brothers, Inc., which will be used to finance the tender offer and ...

March 31, 2005

LONDON, UK, March 31, 2005  -  International law firm Covington & Burling has advised Pantheon International Participations PLC ("PIP"), an investment trust company and the longest-established private equity fund of funds traded on the London Stock Exchange, on its £87.5 million placing of new redeemable shares by Dresdner Kleinwort Wasserstein Securities with ...

March 17, 2005

WASHINGTON, D.C., March 17, 2005 -  Covington & Burling represented JLG Industries, Inc. (NYSE: JLG) in its underwritten offering of 5,750,000 shares of common stock at a price to the public of $21.97 per share.  JLG will use a portion of the approximately $120 million in net proceeds to redeem $61.25 million in principal amount of the Company's 8-3/8% Senior ...

March 9, 2005, Covington Report

March 7, 2005, Covington Advisory

March 2005, Journal of Investment Compliance

November 1, 2004, Covington Advisory

October 29, 2004, Covington Advisory

October 2004, Wall Street Lawyer

September 6, 2004, BNA Securities Regulation & Law

August 13, 2004, BNA Corporate Accountability

August 5, 2004, Covington Advisory

August 2004, Benefits Practice Center, Executive Compensation Library, Journal Reports: Law and Policy (BNA)

July 2, 2004, Covington Report

April 6, 2004, Covington Advisory

March 26, 2004, Covington Advisory

February 23, 2004, Covington Report

February 18, 2004, Covington Advisory

February 12, 2004, Covington Report

February 12, 2004, Covington Advisory

January 12, 2004, Covington Advisory

January 2004, PLC Global Counsel Handbook on Corporate Governance and Directors' Duties

December 17, 2003

WASHINGTON, D.C., December 17, 2003 - Covington & Burling represented Cysive, Inc. ("Cysive"), a provider of interaction server technology, in its going private transaction that was consummated on December 1, 2003.  Cysive was acquired by Snowbird Holdings, Inc. ("Snowbird"), a newly formed entity owned by Nelson A. Carbonell, Jr., Chairman of the Board of ...

December 2, 2003, Covington Advisory

December 2003/January 2004, European Lawyer

November/December 2003, The M & A Lawyer

October 2, 2003

October 2, 2003 - WASHINGTON, D.C. - Covington & Burling announced the election of five new partners, effective October 1, 2003. "These fine individuals and lawyers, who very much represent the future of our firm, reflect the firm's strengths and diversity, coming as they do from four of the firm's five offices and ranging across our corporate, life sciences, ...

October 2003, European Lawyer

September 2003, Insights

August 14, 2003

July 24, 2003, Covington Advisory

June 27, 2003, Reproduced with permission from BNA's Corporate Accountability, Vol. 1, No. 23. Copyright 2002 by The Bureau of National Affairs, Inc.

June 26, 2003, Covington Advisory

June 13, 2003, Covington Advisory

May 28, 2003, Covington Advisory

May 12, 2003

May 7, 2003, Covington Advisory

May 2003, European Lawyer

April 17, 2003, Covington Advisory

February 24, 2003, Covington Advisory

February 24, 2003, Covington Advisory

February 24, 2003, Covington Advisory

February 24, 2003

February 24, 2003, Covington Advisory

2003, Covington Advisory

January 7, 2003, Covington Advisory

December 2002, Corporate Counsel

November 27, 2002, Covington Advisory

October 17, 2002

October 17, 2002 - SAN FRANCISCO, CA - The international law firm Covington & Burling has added four associates to its growing San Francisco office. Darren D. Cooke, Vince G. Chhabria, Cameron Alston and John R. Tighe will support the firm's increasingly busy West Coast litigation practice. Together with two more associates, due to start work before year's end, ...

October 3, 2002

October 3, 2002 - WASHINGTON, D.C. - Covington & Burling announced that eight attorneys have been elected to the partnership, effective October 1, 2002. New partners in Covington's Litigation Practice include Georgia Kazakis and Edward H. Rippey. Michael S. Labson is a new partner in the firm's Food and Drug and Life Sciences Practices. Erin M. Egan and Jennifer ...

September 17, 2002, Covington Advisory

September 16, 2002, Covington Advisory

August 30, 2002

July 31, 2002, Covington Alert

July/August 2002, European Lawyer

July 26, 2002, Covington Advisory

July 19, 2002, Covington Advisory

May 8, 2002

May 8, 2002 - WASHINGTON, NEW YORK, LONDON & SAN FRANCISCO - Covington & Burling has promoted seven attorneys to counsel positions effective April 1, 2002. The new counsel are Dennis B. Auerbach, Wendy L. Feng, Marie A. Lavalleye, John B. Maclay, Lucinda Osborne, Lisa Peets and Elaine W. Stone. Mr. Auerbach is Of Counsel in the Washington office. His ...

April 29, 2002

April 29, 2002 - WASHINGTON, D.C. and NEW YORK - International law firm Covington & Burling announced today that David B. H. Martin has joined as a partner. Mr. Martin is the immediate past Director of the Division of Corporation Finance at the United States Securities and Exchange Commission. In that role, he had responsibility for overseeing public company ...

October 1, 1999, Public Company Advocate

February 1, 1999, Public Company Advocate

August 22, 1998, ALI-ABA Postgraduate Course in Federal Securities Law