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Covington has a long history of developing comprehensive business and legal solutions for our clients’ most challenging business opportunities and disputes across North America. Recognized by the Financial Times as one of the top 40 most innovative law firms in North America, our teams throughout the firm help clients navigate complex international issues at the intersection of law and policy in the United States, Canada, and Mexico. Clients benefit from the combined experience of our more than 120 former government officials, diplomats and regulators who lend their expertise to our teams of litigators, regulatory lawyers and deal makers.
HealthpointCapital in Acquisition and Exit of French Company
Represented HealthpointCapital in its minority investment in ScientX and subsequent acquisition of its France-based parent through a tender offer.
HealthSouth Senior Notes Offering
Represented HealthSouth Corporation in its public offering of $300 million of its 5.125% senior notes due 2023.
Huffington Post TCPA Class Action
Achieved dismissal of a putative class action against The Huffington Post alleging violations of the Telephone Consumer Protection Act. The suit asserted unlawful transmission of unsolicited text messages.
Hulu Video Privacy Protection Act Class Action
Achieved dismissal on summary judgment of a putative class action against Hulu alleging violation of the Video Privacy Protection Act. The complaint alleged that Hulu disclosed to third parties the video-viewing information of individual Hulu users.
Incline Equity Sale of Belt Curve Manufacturer
Represented Incline Equity Partners in the sale of portfolio company Portec Group to The Interroll Group.
Indivior $1.6 billion Demerger
Represented Indivior plc in its $1.6 billion demerger transaction from Reckitt Benckiser Group plc and listing on the LSE.
Indymac
Represented IndyMac’s former Chairman and CEO in defense of litigation instituted by bankruptcy trustee, the Bank’s receiver, and others arising out of IndyMac’s demise during the 2008 financial crisis. Recognized by AmLaw as a Litigation Department of the Year finalist for 2012 for representation.
Internal investigations for an aircraft manufacturer
Led more than a dozen internal investigations for a military aircraft manufacturer, including drafting voluntary disclosures filed with the Departments of State and Commerce that were successfully resolved. Also developed export compliance plans for several of the company’s high-profile international projects.
Innovative Fund Restructuring and Creation of Preferred Interest
Representation of a middle market distressed private equity fund sponsor in connection with a $165 million secondary transaction structured in the form of a “preferred” annex fund which was used to provide capital to the underlying portfolio of the fund.
Inverted domestic corporations
We have advised several clients concerning the statutory ban on federal contracting with “inverted domestic corporations.” Our advice has enabled these clients to arrange their business structures and operations so as to maintain contracting opportunities to the maximum extent possible.
International procurement capacity building
Through the United Nations Development Program, the International Senior Lawyers Project, and the U.S. Department of Commerce’s Commercial Law Development Program, we provide procurement law expertise and training to senior procurement officials of foreign governments including Liberia, Iraq, and Afghanistan to help those countries build capacity for conducting predictable and transparent procurements. This experience allows us to provide specific, knowledgeable advice to clients wishing to pursue procurements conducted by foreign governments.
Investigating Insider Thefts
We have directed investigations into cyber-based insider thefts of highly sensitive proprietary information and consumer information.
IP Obligations under WTO/TRIPS
Retained by a WTO member to assess the consistency of certain Chinese requirements affecting the licensing of intellectual property rights with its obligations under WTO/TRIPS.
Investigation in Self-Dealing and Financial Reporting Irregularities
Represented The Special Committee of Independent Directors of Adelphia Communications in its investigation of self-dealing by the Company’s controlling shareholders and improprieties in the Company’s financial reporting.
Helping Clients Increase Their CPA Zicklin Scores
On behalf of major fortune 500 clients, we have negotiated increased CPA-Zicklin scores, which improves their corporate governance profile, reducing the risk that those clients would be targets of litigation, shareholder proposals, and other initiatives.
“Issue advocacy” campaigns
We have advised numerous tax-exempt organizations regarding “issue advocacy” campaigns during election years.
Iran Sanctions Investigation for Pharmaceutical Company
Conducted an Iran sanctions investigation for a major pharmaceutical company.
Jefferies Group $1 billion Senior Notes Offering
Represented Jefferies as sole book running manager to Jefferies Group, Inc. in an aggregate of $1 billion of senior notes, comprised of two tranches of notes, $600 million of 5.125% Senior Notes due 2023 and $400 million of 6.5% Senior Notes due 2043.
Iran and Sudan Sanctions Advice
Secured export licenses enabling leading pharmaceutical companies to sell millions of dollars’ worth of medical products to Iran and Sudan, and permitting consumer products companies to export agricultural commodities to those countries.
JFK International Airport Cogeneration Facility
Represent Calpine’s JFK Energy Center (KIAC Partners) as project counsel, including in the original structuring and planning of the project, a $175 million combined bank facility and bond financing and a $250 million Rule 144A bond refinancing, structuring and negotiating numerous commercial contracts, and achievement of commercial operations.
JLG in Merger of Heavy-Duty Commercial Vehicle Companies
Represented JLG in its $3.2 billion merger with Oshkosh Truck.
Johnson & Johnson $2 billion Investment Grade Debt Offering
Represented Johnson & Johnson in a $2 billion registered public offering of its investment grade debt securities.
Joint Venture for Creation and Launch of 120 Sports
Represented NHL in connection with its entry into a joint venture with Silver Chalice Partners, Sports Illustrated and Major League Baseball Advance Media for the creation and launch of 120 Sports, the first multi-sport, league-created digital network in the United States. In addition to MLB and NHL content, the digital network will include content from the NBA, NASCAR and a number of college conferences. The network is expected to offer 24/7 programming on an unauthenticated basis, including live sports highlights and related news programming.
Joy Global Acquisition of Heavy Construction Equipment Manufacturer
Represented Joy Global Inc. in its $1.1 billion acquisition of LeTourneau Technologies from Rowan Companies, Inc. and the subsequent $375 million sale of LeTourneau's drilling systems business to Cameron International.
Joy Global Acquisition of Mining Equipment Manufacturer
Represented Joy Global in its $1.5 billion acquisition of International Mining Machinery Holdings Ltd.
Kamylon Sale of Wheel Manufacturing Assets
Represented Kamylon Capital and its portfolio company, Forgitron Technologies LLC, in the sale of substantially all of Forgitron’s assets to Accuride Corporation.
Kennedy Trust Royalty Monetization
Represented The Kennedy Trust for Rheumatology Research (a UK charitable trust which currently funds a major research institute at Oxford University) in the structured sale of a portion of its worldwide royalty interests in Remicade and Simponi.
Kerr-McGee Acquisition
Represented Kerr-McGee Corporation in its $18 billion sale to Anadarko Corporation.
Kit Check Pharmacy Automation System Distribution
Represented Kit Check in the development of their service and customer agreements for hospitals and business partners relating to Kit Check’s pharmacy kit automation system and services.
Laird’s acquisition of Microwave Materials Group and Emerson & Cuming Microwave Products
Represented the Microwave Materials Group and Emerson & Cuming Microwave Products in their sale to Laird Holdings.
Kite Pharma IPO and Follow-On Offering
Represented Jefferies, Credit Suisse and Cowen and Company, as underwriters, in a $127.5 million initial public offering by Kite Pharma, Inc. on Nasdaq and a $188 million follow-on public offering of common stock.
Largest Suspension and Investigation in USAID's History
A voluntary disclosure to USAID by one of its largest not-for-profits led the agency to suspend the entity for potential false claims and lack of internal controls, resulting in the board of directors forcing the resignation of the entity’s leadership team and hiring our lawyers to resolve the matters. When the agency refused to lift the suspension due to the lack of trustworthy internal controls and the entity was on the brink of shuttering its doors, our lawyers successfully negotiated a grand bargain to transfer nearly all of the programs, assets, and employees to another not-for-profit and settle the False Claims Act (FCA) investigation.
Largest public FARA investigation in recent years
We represented a consulting firm in an internal investigation and retroactive registration for activities undertaken by the firm for a foreign government – the largest public FARA investigation in recent years.
Launch of the WWE Network
Represented WWE in the launch of the WWE Network, a direct-to-consumer, subscription-only, online video channel that will air round-the-clock programming, including new programs and matches, an on-demand service, WrestleMania, and a six-decades-deep library for $9.99 a month. This is one of the first sports “over the top” offerings in the United States and the transaction received a great deal of publicity as a result.
Leading FARA case
One of the leading FARA cases is Attorney General v. Covington & Burling, which established that the attorney-client privilege survives a FARA registration.
Leading Asset Manager in Emerging Market Fund Formation
Representation of PineBridge Investments (formerly AIG Investments) in connection with the formation of numerous private equity funds targeting investments in emerging markets, including Africa, Asia, Brazil, Central and Eastern Europe, Israel, Latin America, the Middle East and Russia.
Leading semiconductor transactions
Represented Mubadala Development Company and Advanced Technology Investment Company in joint venture with Advanced Micro Devices to form GLOBALFOUNDRIES, and represented GLOBALFOUNDRIES in its acquisition of IBM’s semiconductor manufacturing business.
Lear Corporation
Represented The Bank of New York Mellon Trust Company, N.A. as indenture trustee for $1.3 billion in senior unsecured notes and member of creditors’ committee in this Chapter 11 case.
Lehman Brothers
Represent Wilmington Trust Company, as indenture trustee for $49 billion of bonds and as Co-Chair of creditors’ committee.
Licensing and Enforcement-Based Royalties
Represented a leading computer component manufacturer in a patent monetization transaction involving its contribution of 100 systems patents to a newly formed patent assertion entity managed by a third party patent agent in exchange for a royalty based on enforcement and licensing activities.
LightBridge Communications in Cross-Border Acquisition
Represented Lightbridge Communications in its $240 million acquisition by Tech Mahindra Ltd.
LinkedIn Privacy Class Action
Achieved dismissal of a putative class action against LinkedIn alleging violations of the Stored Communications Act and state law. The complaint asserted that LinkedIn disclosed LinkedIn user identification numbers and LinkedIn URL addresses to third party advertising companies, which allowed those companies to correlate the identity of a user with his or her previously anonymous Web browsing history.
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.
Janssen Pharmaceuticals Hatch-Waxman Litigation
Representation of Johnson & Johnson subsidiary Janssen Pharmaceuticals in Hatch-Waxman litigation against Lupin relating to the Ortho Tri-Cyclen® Lo patent. After a full trial on the merits, the court held that the patent was valid and enforceable. We subsequently obtained a highly favorable settlement for our client.
Joint Ventures for Multiple Broadcast Clients
Representation of the first joint venture to provide Mobile Digital Television ("Mobile DTV") services in the United States in establishing a nine-company venture, as well as in negotiating a national joint venture with NBC, Fox and Ion Media to deploy this new digital service. This project has involved leading the negotiation of the Pearl Mobile DTV venture, leading the negotiation of certain programming and content agreements, and heading up public policy efforts with Congress, the White House, and the FCC.
Jury verdict for aerospace client
Obtained a complete jury verdict for an aerospace contractor accused of conspiring with the employee of a competitor to misappropriate trade secrets. The plaintiff had sought $30,000,000.
Kangaroo Media Inc. in Negotiation of Agreement with Formula One
Kangaroo Media Inc. in the negotiation of an agreement with Formula One for the rights to provide a handheld TV service to racing fans at F1 events around the world.
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.
Kentucky Fried Chicken (KFC) against False Advertising Claims
Representation of Kentucky Fried Chicken (KFC) against false advertising claims based on a KFC promotion that were asserted as a class action in the Western District of Virginia.
Knowles Electronics ITC Section 337 Silicon Microphone Packages Investigation
Representation of Knowles Electronics in ITC Section 337 Investigation: Silicon Microphone Packages and Products Containing Same, USITC Inv. No. 337-TA-825 (Complainant).
King Pharmaceuticals Acquisition by Pfizer
Representation of King Pharmaceuticals in its $3.6 billion acquisition by Pfizer.
Kos Pharmaceuticals Medicare Part D coverage
Assisted Kos Pharmaceuticals in obtaining Medicare Part D coverage for its previously excluded product.
Labrador Communications in Exclusive Content Distribution Agreement with Cingular Wireless
Labrador Communications, a start-up new media company, in its exclusive content distribution agreement with Cingular Wireless for the distribution of Labrador’s stock-car racing audio programs as a subscription service to Cingular’s mobile telephone customers.
Landmark Ruling for Tennis Channel
FCC handed Covington a decisive victory to the Tennis Channel in its discriminatory carriage lawsuit against Comcast Cable Communications, the largest distributor of video programming content.
Largest Media Rights Deal in NHL History
Represented the NHL in negotiating its 12 year, C$5.232 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and Stanley Cup Final, in Canada. The agreement is the largest media rights deal in NHL history and one of the largest media rights deals, including the largest-ever sports-media rights agreement, in Canadian history.
Launch of LA Dodgers Regional Sports Network
Represented Time Warner Cable Inc. in a joint venture with the Los Angeles Dodgers to create a regional sports network that now carries the team’s games and in connection with the related distribution and license agreements.
LaRue v. DeWolff, Boberg & Assocs., Inc., 128 S. Ct. 1020 (2008) (counsel for amicus)
The U.S. Supreme Court held that a participant stated a colorable ERISA fiduciary breach claim for losses stemming from the alleged failure to implement investment directions for his 401(k) plan account. In a concurring opinion, Chief Justice Roberts cited our amicus brief for The ERISA Industry Committee in stating that such actions might need to be brought as benefits denial claims and subjected to exhaustion of administrative remedies.
Lawsuit Challenging State Ethanol-Free Gasoline Requirements
American Petroleum Institute and American Fuel and Petrochemical Manufacturers as plaintiffs in lawsuits challenging the validity of state laws requiring refiners to sell ethanol-free gasoline to distributors and retailers.
Leading Food and Pharmaceutical Manufacturers on Advertising Requirements
Counseled leading human and animal food and pharmaceutical manufacturers on all facets of food and drug labeling, marketing and advertising requirements.
Iran retaliatory sanctions
Have helped companies understand U.S. retaliatory sanctions directed at Iran (through the Iran Sanctions Act as recently amended by the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, or CISADA) and counterpart EU measures.
Legislation granting visa access for New Zealand nationals
We represented the Embassy of New Zealand in seeking the passage of legislation that would permit NZ nationals to access trade and investment visas in the United States. Covington assisted the Embassy in devising a legislative strategy, drafting the legislation, and lobbying key members of Congress and the Administration.
Legislative advocacy for wind energy company
We represented a wind energy company on tax and energy legislation.
Legal environment evaluation project
Advising the Mohammed Bin Rashid Al Maktoum Foundation and the John D. Gerhart Center for Philanthropy and Civic Engagement at the American University in Cairo to undertake a legal environment evaluation project for philanthropy in the Arab World.
Libel Defense Litigation and Prepublication Review of News and Other Content for Broadcasters
Libel defense litigation and prepublication review of news and other content for broadcasters in some 35 states, including First Amendment, newsgathering, copyright, defamation and privacy advice, and opposing subpoenas from prosecutors and others.
Libya and Syria sanctions advice
Advised companies regarding U.S. and EU sanctions on the Qaddafi regime in Libya and the Assad regime in Syria, including obtaining licenses to permit certain ongoing business activities in Libya.
LIN TV Corp. in Acquisition of Red McCombs Media
LIN TV Corp. in its acquisition of Red McCombs Media, an online advertising company and one of Inc. magazine’s fastest-growing private companies.
Litigation Challenging FCC's Rule on Telemarketing and Fax Advertising
Lead role in litigation challenging the FCC’s rules on telemarketing and fax advertising.
Litigation Challenging Offshore Oil and Gas Leasing Program
Represent client in litigation challenging the U.S. Department of the Interior's five year-offshore oil and gas leasing program under the National Environmental Policy Act and the Endangered Species Act.
Lobbying Disclosure Act audit
Conducted an audit of Lobbying Disclosure Act compliance practices for a Wall Street financial institution.
Lobbying Disclosure Act audit for financial institution
Conducted an audit of Lobbying Disclosure Act compliance practices for a Wall Street financial institution.
Lobbying Disclosure Act registration and reporting advice to financial firm
Provided advice to a financial firm on registering under the LDA and assisting the firm with ongoing reporting obligations.
Lobbying disclosure advice to Fortune 50 company
Advising a multinational heavy equipment manufacturer on a range of federal and state campaign finance, lobbying disclosure, and government ethics matters.
Lobbying disclosure advice to major trade association
Serve as outside political law compliance counsel to a major trade association, advising on a range of matters, including the Lobbying Disclosure Act and federal election laws.
Los Angeles County Transit System Alternative Fuel Incentives
Represent Los Angeles County Transit System on alternative fuel incentives.
Major League Baseball in the launch of the MLB Network
Represented MLB in connection with the formation and launch of the MLB Network, including negotiating joint venture arrangements with major carriers and the MLB Network’s carriage terms.
Manufacturers' Suggested Retail Pricing Matters
Representation of clients on connection with inquiries concerning manufacturers’ suggested retail pricing.
Safety Data Sheet Requirements for Surgical Product
Advise client on Safety Data Sheet requirements for a surgical product.
Safety Data Sheet Requirements for Food Product
Advise client on Safety Data Sheet requirements for a novel food product.
Safety Data Sheet Requirements for Biochemical Reagents
Advise client on Safety Data Sheet requirements for biochemical reagents.
National Stone Association in OSHA Rulemaking Proceedings
Represented the National Stone Association in OSHA rulemaking proceedings to establish a new standard for asbestiform minerals.
Construction Company Regarding Potential OSHA Issues
Advised a construction company concerning potential OSHA issues in connection with shipments of construction stone from a quarry in Canada to America.
CenturyLink's $34 billion Acquisition of Level 3 Communications
Representing CenturyLink, Inc. on communications regulatory and national security matters in connection with its acquisition of Level 3 Communications Inc. in a transaction valued at $34 billion.
Portfolio Recovery Associates CFPB Investigation, Enforcement Action and Consent Order
Represent Portfolio Recovery Associates, a large debt collection firm, in a CFPB investigation and enforcement action that resulted in the negotiation and implementation of a consent order.
Consumer Financial Protection and Practices
Advise numerous financial institutions and non-bank financial services firms on unfair, deceptive, or abusive acts or practices (“UDAAPs”), fair lending, overdraft programs, credit cards, installment loans, and other consumer credit products, payments and payment systems, military lending, and managing vendor and other third-party relationships.
Trade Association Strategy and Political Advocacy
Represent industry trade associations, including the Online Lenders Alliance, Consumer Data Industry Association, and American Bankers Association, in connection with CFPB and FTC regulatory strategy and policy advocacy, preparing comment letters on CFPB rulemakings, and amicus briefs.
Fintech Financial Regulatory and Data Privacy Compliance
Advise numerous financial technology and services companies, including consumer reporting agencies, payment processors, and technology providers, on issues related to consumer credit reporting, financial privacy and data security, payment processing and payment systems, and state licensing requirements.
$44 Million Breach-of-Contract Recovery for KBR
Recovered $44 million plus interest on behalf of Kellogg Brown & Root Services Inc. (KBR) in a highly-publicized breach of contract dispute with the United States Army regarding the allowability of private security costs. The U.S. Court of Appeals for the Federal Circuit unanimously affirmed a ruling by the Armed Services Board of Contract Appeals that held the Army breached its contractual obligation to provide physical security to KBR and its subcontractors during the Iraq War.
Bacardi Transaction
Covington advised Bacardi Limited in its definitive agreement to acquire Patrón Spirits International AG and its PATRÓN® brand, the world’s top-selling ultra-premium tequila, from John Paul DeJoria, a founder of Patrón. The transaction reflects an enterprise value for Patrón of $5.1 billion.
Advised UK-headquartered Software Developer
Advised founders of a UK-headquartered developer of software for the creative arts industry in its sale to a U.S.-based diversified technology company.
Corsair ITC Section 337 Investigation
Representation of respondent Corsair in the ITC Section 337 Investigation: Certain Flash Memory Controllers, Drives, Memory Cards and Media Players, USITC Inv. No. 337-TA-619 (Respondent).
Samsung ITC Section 337 in Certain Digital Media Devices Investigation
Representation of Samsung in the ITC Section 337 Investigation: Certain Digital Media Devices, Including Televisions, Blu-Ray Disc Players, Home Theater Systems, Tablets and Mobile Phones, Components Thereof and Associated Software, USITC Inv. No. 337- TA-882 (Respondent).
Samsung ITC Section 337 Electronic Devices Investigation
Representation of Samsung in the ITC 337 Investigation: Electronic Devices, Including Handheld Wireless Communication Devices, USITC Inv. No. 337-TA-673 (Respondent).
Samsung in ITC Section 337 Mobile Telephones and Wireless Communication Devices Investigation
Representation of Samsung in the ITC 337 Investigation: Mobile Telephones and Wireless Communication Devices Featuring Digital Cameras, and Components, USITC Inv. No. 337-TA-663 (Respondent).
Vivint Solar Acquisition by SunEdison
Morgan Stanley as financial advisor to Vivint Solar, Inc. in its $2.2 billion acquisition by SunEdison, Inc.
Residential Solar Division Sale to groSolar
Borrego Solar Systems Inc. in connection with the sale of its residential solar division to groSolar Inc.
Trial Win for Scottish Equity Partners Over Unpaid Earn-Out
Won $35 million judgment in California State Court on behalf of Scottish Equity Partners. After five-day bench trial, we convinced the Court to award full damages for an unpaid earn-out, plus prejudgment interest.
$2 billion Los Angeles Clippers Acquisition
Represented Steve Ballmer in his $2 billion acquisition of the Los Angeles Clippers from The Sterling Family Trust.
$3.6 Million Jury Verdict in Favor of World Marketing, Inc. in Trademark Dispute
Won a $3.6 million jury verdict in California federal court after a jury found that apparel giant Quiksilver, Inc. willfully infringed World Marketing, Inc.’s longstanding federally registered “VISITOR” brand. Following a six-day jury trial, the eight-member jury unanimously found that Quiksilver willfully infringed World Marketing’s brand after launching its clothing and apparel brand VSTR, which it pronounced “visitor.” World Marketing, a family-owned company based in New York, has been selling clothing and apparel under its registered VISITOR trademark for more than 20 years, including at stores like Saks Fifth Avenue, Macy’s, and Men’s Wearhouse.
3rd Party Access to Distribution Resources and Required Retail Market Structure
Major national retail electricity supplier on the rules regarding 3rd party access to distribution resources and the retail market structure required to facilitate robust electricity supply competition in a dozen states including Texas, Pennsylvania, Illinois, Maine, Maryland, New York, Massachusetts and Ohio.
501(c)(6) association advice
Advise a Canadian quasi-governmental entity in connection with its request for tax-exemption as a 501(c)(6) association.
$52 Million Jury Verdict for Caliper Life Sciences in Trade Secret Misappropriation
Representation of Caliper Life Sciences in which we secured a $52 million jury verdict of trade secret misappropriation in California state court related to microfluidics technology. Two related patent infringement cases settled shortly thereafter on terms favorable to our client.
80-Member Media Coalition to Protect Journalists’ Rights
Led an 80-member media coalition in persuading Congress to introduce legislation to protect journalists’ rights to protect their sources.
AAA in Federal and State Court Actions and Arbitration Proceedings
Representation of The American Automobile Association, Inc. (AAA) in numerous federal and state court actions and arbitration proceedings against third party infringers of AAA’s famous marks.
AbbVie/Calico $1.5B collaboration
Assisting AbbVie in structuring and negotiating a novel collaboration with the Google-backed life sciences start-up company Calico to form a $1.5 billion to fund a program focused on aging and age-related diseases.
Abu Dhabi National Energy Company's energy investments
Represented Abu Dhabi National Energy Company (TAQA) in its acquisitions of a 50 percent interest in a wind farm from EDF and of a tolling arrangement in the electric power industry.
Acquisition of A123 Systems by Wanxiang America
Advised Wanxiang America’s purchase of substantially all of the non-government business assets of U.S. battery maker A123 Systems, Inc. On Jan. 28, 2013, CFIUS approved that transaction, valued at $256.6 million. Covington represented Wanxiang America in securing CFIUS approval. A123 makes lithium ion batteries for electric cars.
Acquisition of Bank Holding Company in Wyoming
Represented WSFS Financial Corporation in its acquisition of First Wyoming Financial Corporation.
Acquisition of large portfolios of private equity interests
Advised a leading global fund-of-funds sponsor in connection with its acquisition of large portfolios of private equity interests in Europe and the United States.
Acquisition of Le Meridien Hotel at the Dallas Galleria
Represented the purchasing LLC in the $52 million CMBS-financed acquisition of the Le Meridien Hotel at the Dallas Galleria.
Acquisition of IBM's semiconductor manufacturing business
Represented GLOBALFOUNDRIES in its acquisition of IBM’s semiconductor manufacturing business. The transaction was significant because IBM’s semiconductor business was the original member—and IBM remains the most significant participant— in the U.S. government’s Trusted Foundry Program.
Legislative Victory in a 2016 FDA Nutrition Facts Panel Rule
When the 2016 Nutrition Facts Panel final rule required manufacturers to submit evidence demonstrating that their products met new standards, our client, a Midwestern food ingredients company, immediately complied. However, they were told the FDA would not be able to review the data in time to renew the company’s contracts. Faced with losing its domestic customers for its flagship products, we organized a robust appropriations strategy involving a series of high-level communications. Through our efforts, the FDA delayed compliance long enough to allow for due process. The company was able to swiftly renew its contracts with its biggest customers.
Advise Multinational Sharing Economy Company Network
Advise a U.S. multinational sharing economy network company on whether their new service offering in the EU qualifies as an "information society service" and the implications of that determination under EU law.
Advising a Leading U.S. Cloud Service Provider
Advising a leading U.S. cloud service provider on a number of EU and Member State regulatory matters, including the proposed EU Terrorist Content Regulation, the proposed EU E-Evidence Directive and Regulation, and the UK Online Harms White paper.
Advising a Leading Global Technology Trade Association
Advising a leading global technology trade association and its members on the application of existing U.S. anti-discrimination laws to artificial intelligence systems.
Advising Leading Global Technology Service Provider and Trade Association
Advising a leading global technology service provider and a global technology trade association on ethics guidelines published by the EU High Level Expert Group on Artificial Intelligence.
Advising Leading Global Technology Service Provider and Trade Association on Ethics Guidelines
Advising a leading global technology service provider and a global technology trade association on ethics guidelines published by the EU High Level Expert Group on Artificial Intelligence.
Advising a Global Trade Association on Possible U.S. Claims
Advising a global trade association on possible U.S. State Attorney General claims involving anti-competitive uses of data for analytics and related purposes.
Advise Multinational Technology Companies and Trade Association on European Commission Proposals
Advise numerous multinational technology companies and global trade association on European Commission proposals to adopt a new Digital Single Market Copyright Directive, and provide advice on implications of final Directive text as adopted.
Assist U.S. Online Services Provider on European Commission's Disinformation Code of Practice
Assist a leading U.S. online services provider on assessing its practices with regard to the European Commission’s Disinformation Code of Practice.
Assist a Global Cloud Services Provider in Drafting AI Analysis
Assist a global cloud services provider in drafting analysis assessing the potential benefits of using artificial intelligence in the manufacturing sector and the policy and regulatory issues that such uses may raise.
Victory for UCB against multiple Plaintiffs at District Court and Federal Circuit
Representation of UCB in patent litigation trial against over a dozen generic drug companies in the District of Delaware. The generic drug companies contended that the patent covering UCB's blockbuster anti-epileptic drug, Vimpat®, was invalid. Chief Judge Stark ruled in UCB’s favor in a 95-page opinion. The decision was later affirmed by the U.S. Court of Appeals for the Federal Circuit.
Advise a Multinational Sharing Economy Company
Advise a U.S. multinational “sharing economy” company in responding to a DG COMP RFI.
Representation of Microsoft in Landmark Case Involving Data Stored Abroad
Successfully challenged U.S. government warrant seeking data stored in Ireland. After a favorable decision from the Second Circuit—and while the Supreme Court was reviewing the case—Congress enacted the CLOUD Act, a modernized framework for cross-border data requests. See United States v. Microsoft Corporation, No. 17-2 (U.S.).
Acquisition of Global Crossing
Represented Global Crossing in its acquisition by Singapore Technologies Telemedia and earlier phase involving Hutchison Whampoa.
Acquisition of IP Assets via Bankruptcy Estate Auction
Represented a global pharmaceutical company in its acquisition of the IP assets of a medical devices and diagnostics company through a competitive auction administered by a U.S. bankruptcy court.
Acquisition of Optical Components Manufacturer
Represented Oplink Communications in its $445 million acquisition by Koch Industries.
Acquisition of Schneider Electric’s Custom Sensors & Technologies business
Represented the Carlyle Group and PAI Partners in the acquisition of the Custom Sensors & Technologies business from Schneider Electric.
Sale of CIT Group’s Commercial Aircraft Leasing Business
Represented CIT Group before CFIUS in the sale of its commercial aircraft leasing business to Avolon Holdings, a firm owned by the Chinese conglomerate HNA Group.
Acquisition of the New Orleans Hornets
Represented Tom Benson, owner of the New Orleans Saints, in his acquisition of the New Orleans Hornets NBA franchise.
Acquisition of Unilever’s Global Prestige Fragrance Business
Represented Coty, Inc. in its $800 million acquisition of Unilever’s global prestige fragrance business.
Acquisition of Viper Strike business
Represented Northrop in the sale of its Viper Strike business to MBDA.
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.
Advising on domestic sourcing compliance under subgrants and state and local agreements
Advised multiple for-profit clients about domestic sourcing requirements imposed under subgrants and state and local agreements through various Departments of Transportation and Energy appropriations, New Jersey Buy American requirements, and the American Recovery and Reinvestment Act of 2009.
Advising on Safe Harbor framework
Helping numerous companies self-certify under the Safe Harbor framework.
Agricultural manufacturer global relationship building
We assisted one of the world’s largest manufacturers of agricultural equipment in establishing and strengthening relationships with key constituencies in the United States, Africa, and South America, including with relevant government officials and international NGOs. With our knowledge of global development programs and agricultural initiatives, we helped identify future markets and consumers through relationships with U.S. and non-U.S. government officials as well as international NGOs.
Advocating On Behalf of Clients Before Congress
Advocating on a variety of legislative and policy issues before Congress on behalf of major corporations and industry associations, including United Airlines, Union Pacific Railroad, Associated of General Contractors, American Association of State Highway and Transportation Officials, Association of Equipment Manufacturers, and U.S. Custom Harvesters.
Ahern Rentals
Represented the creditor’s committee in the Chapter 11 case of this equipment rental company.
Allergan Acquisition of Aesthetics Biopharmaceuticals Company
Represented Allergan in its $2.1 billion acquisition of KYTHERA Biopharmaceuticals, Inc.
Altice Cross-Border Telecoms Acquisition
Represented Altice in its $9.1 billion acquisition of Suddenlink.
Altice’s $9.1 Billion Suddenlink Acquisition
Representation of European telecommunications company Altice S.A. (Euronext ATC) in a $9.1 billion deal to acquire a controlling stake in Suddenlink, a top ten cable operator in the U.S.
American Airlines in Technology Services Agreements
Represented American Airlines in a software development and outsourced technology services agreement with HP for a next generation reservation, inventory, and availability system.
Advise a Multinational Technology and Ecommerce Company
Advising major American multinational technology and ecommerce company in responding to a DG COMP RFI.
American Airlines in PSS Arrangements
Represented American Airlines on a series of global ticket inventory distribution arrangements with Amadeus, Sabre, and Travelport.
American Airlines IT Outsourcing
Represented American Airlines in a sole-sourced outsourcing of all information technology services between American Airlines and Sabre, Inc. and its subsequent renegotiation with HP and Sabre.
American Express’s Divestiture of Its Global Travel Business
Representation of American Express in the divestiture of its global travel business to form a joint venture with Certares LP, which was the largest foreign investment ever in a travel management company and included Middle Eastern government-owned investors.
American Airlines Passenger Service System Contracts
Represented American Airlines in information technology services agreements with Amadeus, Sabre, HP, and ITA Software.
American Airlines on Global Ticket Inventory Distribution Agreements
Representing American Airlines on a series of global ticket inventory distribution arrangements with Amadeus, Sabre, and Travelport, and in information technology services agreements with Amadeus, Sabre, HP, and ITA Software (Google).
Antidumping and Countervailing Duty Proceeding for Freight Railroad Company
We represented a freight railroad company in an antidumping and countervailing duty proceeding at the International Trade Commission covering certain intermodal containers from China. We assisted the company in successfully opposing the imposition of antidumping and countervailing duties on the Chinese containers.
AOL Privacy Class Action
Achieved dismissal of a putative class action against AOL alleging violations of the Wiretap Act, Video Privacy Protection Act, and numerous state laws. The suit alleged unauthorized collection of personal information from the plaintiffs’ computers using “Flash cookies” and unlawful disclosure of video viewing information to third parties.
AOL TCPA class action
Achieved dismissal of a putative class action against AOL alleging violations of the Telephone Consumer Protection Act. The complaint sought to hold AOL liable for misdirected text messages sent by users of AOL’s Instant Messenger system.
AOL Sale of ICQ Instant Messaging Business
Represented AOL in the sale of its ICQ instant messaging business to Mail.ru Group Limited.
Apple Leisure Group Outsourcing Arrangements
Represented Apple Leisure Group in a series of information technology transactions, including electronic distribution agreements with hotels.
Aristocrat Acquisition Financing
Represented Aristocrat Leisure Limited in its $1.4 billion financing in connection with its acquisition of Video Gaming Technologies, Inc.
Aristocrat Leisure in Casino Gaming Technology Acquisition
Represented Aristocrat Leisure Limited in its $1.28 billion acquisition of Video Gaming Technologies, Inc.
Arms Export Control Act - third party beneficiary claims
Our client sold microchips under a U.S. Air Force Foreign Military Sales (FMS) transaction to a foreign ally’s defense ministry, in a “back-to-back” sale under the Arms Export Control Act (AECA), in which the Air Force purchased the microchips from our client and then sold them in turn to the foreign defense ministry. The foreign defense ministry then sought to present warranty claims directly against our client, claiming to be a third-party beneficiary under our client’s contract with the Air Force. We waged successful litigation in federal trial and appellate courts raising issues of first impression, which established that third-party beneficiary claims are not available, given the public policy and intent of the AECA.
Armstrong World Industries
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
Assisting clients with VA Schedule contracts involving medical equipment and pharmaceuticals
Assisted numerous clients with matters arising under U.S. Department of Veterans Affairs schedule contracts, blanket purchase agreements, and related national agreements, including matters relating to price reporting, drafting of proposals, interactions with federal employees, small business subcontracting, and compliance with other commercial-contracting requirements.
Assisting with cost classification determinations and implementation of subaward negotiation requirements
Advised global nonprofit organization on the appropriate classification of proposal costs claimed in connection with extensions of existing contracts and grants, as well as requirements relating to negotiation of profit under sole-source subawards for commercial items.
Assisting with review and overhaul of FSS pricing model
We advised a large technology reseller in conducting a review and revision of its pricing practices under its Federal Supply Schedule (FSS) contract with the U.S. General Services Administration (GSA). In addition to identifying and addressing potential pricing irregularities, we successfully guided the company through an overhaul of its Commercial Sales Practices Format (CSP-1) disclosure and convinced the GSA to permit our client to implement an alternative pricing model that greatly reduced administrative burdens.
AstraZeneca Acquisition of Diabetes Products
Represented AstraZeneca in its $4.3 billion acquisition of its diabetes collaboration from Bristol Myers Squibb.
AstraZeneca in Development of Medical Outcomes Data Research and Analytics System
Represented AstraZeneca in a technology and data collaboration for the development of a new medical outcomes data research and analytics system with Healthcore.
Athyrium Acquisition Financing
Represented Investment Funds affiliated with Athyrium Capital Management in a $100 million senior secured credit financing transaction for Cipher Pharmaceuticals to fund acquisitions.
Athyrium Capital Structured Debt and Investment in Skin Care Company
Represented Athyrium Capital in a structured debt facility and equity investment in Tria Beauty, Inc., a company that develops and sells personal laser skin care products.
Atlas Pipeline Merger
Represented The Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners, L.P. in its $5.8 billion merger with Targa Resource Partners LP.
Automotive joint venture advice
Advising on a development and production joint venture formed by two leading suppliers of components for automobiles, trucks, and commercial vehicles, and on a distribution joint venture of leading commercial truck manufacturers.
NICE Challenge for Irish Biopharmaceutical Company
Advised the wholly owned Irish subsidiary of a major U.S. biopharmaceutical company on a negative recommendation from the UK's NHS reimbursement from the National Institute of Health and Care Excellence (NICE) on a treatment for obesity and an appeal against it.
EU and U.S. Food Regulatory Requirements and Approvals
Advising a range of Irish companies on EU and U.S. food regulatory requirements and compliance.
Assist International Subscription Video on Demand Service on International Launch
Assist an international subscription video on demand service with due diligence for its international launch.
Competition Counsel for Multinational Technology and E-commerce Company
Go-to competition counsel for a major American multinational technology and e-commerce company on its most strategic transactions to date.
$1.6 billion Demerger of Indivior plc
Represented Indivior plc in its $1.6 billion demerger transaction from Reckitt Benckiser Group plc and listing on the LSE.
$1.75 billion divestiture of IBM’s personal computers division
Represented IBM in the $1.75 billion sale of its personal computers division to Lenovo.
$1 Billion Breach-of-Contract Recovery
Obtained what is likely the largest single award in the 150-year history of the Court of Federal Claims: a $1 billion judgment on behalf of 11 plaintiffs in claims against the U.S. government seeking monetary recovery for the government’s breach of contract. The award was affirmed by the Federal Circuit.
AOLs advertising businesses
Providing general privacy advice in connection with AOL’s advertising businesses.
$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.
$15 billion acquisition of Nexen by CNOOC
Represented Nexen in its $15 billion acquisition by China National Offshore Oil Corporation Ltd.
$220 Million Acquisition of Align Aerospace
Represented Align Aerospace in its acquisition by a subsidiary of Aviation Industry Corporation of China (AVIC), the Chinese state-owned aerospace and defense company, in a transaction worth $220 million.
$2.1 billion acquisition of IBM server business by Lenovo
Represented Lenovo in various matters, including acquisition of x86 server business from IBM for $2.1 billion.
$3.7 billion acquisition of Sapient by Publicis Groupe
Represented both Publicis and Sapient in securing approval from CFIUS for Publicis’ acquisition of Sapient for $3.7 billion.
$5.6 billion acquisition of Invensys plc
Represented Schneider Electric on the CFIUS review and approval of its $5.6 billion acquisition of Invensys plc.
$3 billion CNOOC investment in Chesapeake Energy
Represented China National Offshore Oil Corporation Ltd. (CNOOC) in separate investments in the Eagle Ford and Niobrara shale properties held by Chesapeake Energy.
$5.8 billion Atlas Pipeline Merger
Represented The Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners, L.P. in its $5.8 billion merger with Targa Resource Partners LP.
$500 million in recoveries for oil and gas companies
Obtained nearly $500 million in judgments and settlements for multiple oil and gas companies in breach of contracts case against the U.S. government involving undeveloped federal oil and gas leases offshore North Carolina, Alaska, and Florida.
50 state pay-to-play survey
We offer a subscription service that provides clients with updates on pay-to-play laws in all 50 states.
$750 million Dassault Systèmes acquisition of Accelrys
Secured CFIUS approval for Dassault Systèmes in its acquisition of Accelrys, whose customers included the U.S. Department of Defense and the leading U.S. nuclear laboratories, in a transaction valued at approximately $750 million.
Advised UK-based Clinical AI Company Sensyne Health
Advised Sensyne Health, a UK-based clinical AI company, on: a collaboration with Bayer to analyze patient data from the UK National Health Service using Sensyne’s clinical artificial intelligence platform and apply the findings to Bayer’s cardiovascular disease pipeline; Jefferson Health to evaluate the clinical and commercial potential of its GDm-Health™ system in the United States; novel strategic research and data processing; and agreements with the Chelsea and Westminster Hospital National Health Service (NHS) Foundation Trust, the Oxford University Hospitals NHS Foundation Trust, and the South Warwickshire NHS Foundation Trust.
A&P Company
Represented Wilmington Trust Company as indenture trustee and member of creditors’ committee in this Chapter 11 case.
$9.5 billion proposed acquisition of the New York Stock Exchange
Represented Deutsche Börse in its proposed $9.5 billion acquisition of the New York Stock Exchange. The transaction was subsequently terminated on EU antitrust grounds.
AA Pharma
Represented bidder in connection with Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Abbott Laboratories de-merger
We represented Abbott Laboratories in connection with its global spin-off of its pharmaceutical research business, and creation of a new global enterprise, AbbVie.
Aabar's investment in Virgin Galactic
Represented Virgin Galactic in Aabar Investments PJSC’s investment in the company.
Acquisition of Commercial Rights to Pelé Brand
Represented Kayne Anderson Capital Advisors in connection with the acquisition of commercial rights to Pelé’s name and likeness.
Acquisition of Enstrom Helicopter
Represented Enstrom Helicopter in its acquisition by Chongqing Helicopter Investment Co., Ltd., a company owned by the Municipality of Chongqing, China.
Advise a Multinational Sharing Economy Company on Competition Aspects Middle East Acquisition
Advise a U.S. multinational “sharing economy” company on the competition aspects of an acquisition in the Middle East, including the UAE, Egypt, KSA, and Pakistan.
Advise Technology Companies in UK CM Inquiries
Advise major technology companies in connection with inquiries from the UK CMA.
Samsung ITC Section 337 Wireless Communication Equipment Investigation
Representation of Samsung in the ITC Section 337 Investigation: Wireless Communication Equipment, Articles Therein, and Products Containing Same, USITC Inv. No. 337-TA-577 (Respondent).
Samsung ITC Section 337 Certain Light-Emitting Diodes Investigation
Representation of Samsung Electronics in the ITC Section 337 Investigation: Certain Light-Emitting Diodes and Products Containing Same, USITC Inv. No. 337-TA-785 (Respondent).
Acquisitions by Pacific Telecom
Represented Pacific Telecom in the company’s acquisitions of Micronesian Telecommunications Corporation and IT&E Overseas, Inc.
Advertising terms and guideline
Routinely draft ad-serving agreements, data licenses, and advertising terms and guidelines for website advertising and advertising delivered on mobile and social media platforms.
Activist Shareholder Proxy Contest for Board Seats
Represented SandRidge Energy in a proxy contest brought by TPG-Axon Capital Management LP and representation of the company and the Board of Directors in corporate governance matters. SandRidge settled its proxy contest.
Advice on removing discriminatory regulatory barriers
Advised a client in its international efforts to remove discriminatory regulatory barriers threatening to keep its product from the market in South Africa, the EU, India, and elsewhere.
Advice on the collection and use of employee data
Advised a major pharmaceutical client on the collection and use of its employees’ biometric information and social security numbers for internal purposes.
Advice regarding bid and proposal costs
Advised our client regarding the circumstances in which bid and proposal costs may be claimed as reimbursable costs under a USAID contract, despite agency directive purporting to make virtually all such costs unallowable.
Advice to major corporations on vetting issues
Covington advised major corporations on vetting issues related to cabinet appointments.
Advice to nominees to Presidential boards and commissions
Covington has advised nominees and potential nominees to a variety of Presidential boards and commissions.
Advice to U.S. Ambassador appointee
Covington successfully represented an individual who was vetted and confirmed for an appointment as the U.S. Ambassador to a major European country.
Advising clients in complex transactional work with life sciences portfolios involving government contracts
Advised multiple clients on unique government contracting considerations in the sale or licensure of their life sciences portfolios to companies with a broad range of government contracting experience.
Advising clients on pricing and contracting under Veteran’s Health Care Act programs, including VA FSS, 340B, and Tricare
Advice to numerous clients regarding compliance with the statutory and contractual pricing obligations under the Veteran’s Health Care Act (VHCA), including performing gap analyses, providing policies and training, and assisting with investigations and disclosures.
Advising clients regarding anti-human trafficking compliance
Advised multiple clients concerning the Federal Acquisition Regulation’s anti-human trafficking requirements, which were expanded in early 2015. Our advice has included creating employee policies and trainings to facilitate compliance and developing contractor compliance plans that, among other things, provide tools for monitoring subcontractor adherence to human trafficking prohibitions.
Advising clients on the negotiation and performance of contracts with the Biomedical Advanced Research and Development Authority, the Defense Threat Reduction Agency, and the National Institutes of Health
Advised multiple clients on matters arising from their negotiation and performance of manufacturing and research and development contracts relating to various pandemic and Chemical, Biological, Radiological and Nuclear (CBRN) threats, including matters relating to government indemnification or liability protection for unusually hazardous risks, compliance with cost standards and principles, and protection of intellectual property.
Avnet Notes Offering
Represented Avnet, Inc. in a registered offering of $350 million of 4.875% Notes due 2022.
B&C Corporation
Represented Forgitron Technologies, LLC in contract rejection contested matter in this Chapter 11 case.
BAA and TAA compliance counseling
Assisted major suppliers of office and aeronautics equipment to navigate the Buy American and Trade Agreements Acts, ensuring that the clients’ products are domestic end products, qualifying country end products, designated country end products or U.S.-made end products eligible for sale to the U.S. government.
BAIC and WFUM Solvent Schemes
Represented clients, including Exxon Mobil Corporation, Goodrich, Goodyear, and Textron in opposing efforts by solvent London Market companies to use so-called “solvent schemes of arrangement” to curtail their coverage obligations to policyholders facing long-tail liabilities, such as asbestos, silica, or environmental claims.
Bank of New England Corporation
Represented and procured favorable judgment through appeal for The Bank of New York Mellon Trust Company, N.A. as trustee for BNEC unsecured subordinated notes, in a subordination dispute with the trustee for BNEC senior unsecured notes.
Bankwell Financial IPO
Represented Sandler O'Neill & Partners and Keefe Bruyette & Woods, as underwriters, in the $48.6 million initial public offering by Bankwell Financial Group on Nasdaq.
BBVA in Fintech Acquisition
Represented BBVA in its $114 million acquisition of Simple Technology Finance Corp.
BCD Semiconductor Manufacturer Acquisition
Represented BCD Semiconductor Manufacturing Limited in its $151 million acquisition by Diodes, Inc.
Bernard Madoff Investment Securities LLC
Represented defendant in avoidance action brought by SIPA trustee.
Bellicum Pharmaceuticals IPO and Follow-On Offering
Represented Jefferies, Citi and Piper Jaffray, in the $140 million initial public offering by Bellicum Pharmaceuticals, Inc. on Nasdaq and a $[TBD] million follow-on public offering of common stock.
Bespoke CDO Products
Represent U.S. and international investors in bespoke CDO, variable rate note, equity- and credit-linked note, and other complex structured product investments.
Borrego Solar Project Finance Fund
Represented Borrego Solar Systems, Inc. in connection with its $47 million project finance fund with partners U.S. Bank and East West Bank.
Boston Generating
Represented officer and director defendants in coverage dispute related to claims asserted against them by bankruptcy estate representative.
Boycott request analysis
Analyzed boycott requests received by U.S. companies and their foreign subsidiaries and reporting boycott requests to the U.S. Commerce and Treasury Departments.
Wells Fargo Arbitration
Successfully represented Wells Fargo and its captive insurer, SGIC, in a reinsurance arbitration concerning claims arising out of the 2008 financial crisis. The arbitration panel awarded the full policy limits.
Samsung ITC Section 337 Investigation
Representation of Samsung Electronics Co., Ltd. and Samsung Electronics America, Inc. in the ITC Section 337 Investigation relating to audio processing software designed to cancel or reduce echoes and ambient noise. Covington reached a favorable settlement for the client before trial.
Successfully Represented Communications Manufacturer in Proposed Debarment Before GSA
Represented a manufacturer of lightweight communications supplies that had been proposed for debarment by the General Services Administration ("GSA"). After obtaining an emergency waiver of the proposed debarment, which enabled our client to continue filling new orders, we filed a formal written response that convinced GSA to terminate the proposed debarment.
Won Lawsuit Challenging GSA Debarment of Tech Entrepreneur
Successfully litigated a challenge to the debarment of a technology entrepreneur by the General Services Administration, resulting in a published 43-page opinion setting aside the debarment on the basis of due process violations.
Association of Public Television Stations in Office of Communication of the United Church of Christ Inc., v. FCC
Representation of the Association of Public Television Stations on whether public television stations may use their surplus digital capacity for commercial purposes, including non-broadcast advertisements.
Biofuels Manufacturing Plant on Contaminated Property
Represented a client on environmental matters relating to building a biofuels manufacturing plant on contaminated property on a waterway in New Jersey.
Hatch-Waxman Victory for Omeros Corporation
Representation of Omeros Corporation in Hatch-Waxman patent litigation against Par Pharmaceutical concerning Par's application to make a generic version of the drug Omidria®, a combination drug solution used to maintain pupil dilation during cataract surgery and reduce post-operative pain. The case involved Omeros' only approved drug. Following trial, Par settled the matter on favorable terms for Omeros.
Huawei ITC Section 337 Investigation
Representation of Huawei in the ITC Section 337 Investigation: Wireless Devices with 3G Capabilities and Components Thereof, USITC Inv. Nos. 337-TA-800 and 337-TA-868 (Respondent).
Microchip ITC Section 337 Investigation
Representation of Microchip in the ITC Section 337 Investigation: Certain Semiconductor Integrated Circuit Devices and Products, USITC Inv. No. 337-TA-840 (Complainant).
Samsung ITC Section 337 Certain MLC Flash Memory Devices Investigation
Representation of Samsung in the ITC Section 337 Investigation: Certain MLC Flash Memory Devices and Products Containing Same, USITC Inv. No. 337-TA-683 (Respondent).
Seagate Technology ITC Section 337 Investigation
Representation of Seagate Technology in the ITC Section 337 Investigation: Hard Disk Drives, Components Thereof, and Products Containing the Same, USITC Inv. No. 337-TA-616 (Respondent).
Realtek ITC Section 337 Investigation
Representation of Realtek in the ITC Section 337 Investigation: Network Controllers, USITC Inv. No. 337-TA-531 (Respondent).
MStar Semiconductor ITC Section 337 Investigation
Representation of MStar Semiconductor in the ITC Section 337 Investigation: Display Controllers with Upscaling Functionality and Products Containing the Same, USITC Inv. No. 337-TA-481 (Respondent).
Roche ITC Section 337 Investigation
Representation of Roche in the ITC Section 337 Investigation: Recombinant Human Erythropoietin, USITC Inv. No. 337-TA-568 (Respondent).
Kumho Petrochemical Co., Ltd ITC Section 337 Investigation
Representation of Kumho Petrochemical Co., Ltd in the ITC Section 337 Investigation: Rubber Antidegradants, Components Thereof and Products Containing Same, USITC Inv. No. 337-TA-533 (Respondent).
Q-Med Aktiebolag ITC Section 337 Investigation
Representation of Q-Med Aktiebolag in the ITC Section 337 Investigation: Injectable Implant Compositions, USITC Inv. No. 337-TA-515 (Respondent).
Meretek Diagnostics ITC Section 337 Investigation
Representation of Meretek Diagnostics in the ITC Section 337 Investigation: Breath Test Systems for the Detection of Gastrointestinal Disorders, USITC Inv. No. 337-TA-495 (Complainant).
Nidek ITC Section 337 Investigation
Representation of Nidek in the ITC Section 337 Investigation: Excimer Laser Systems for Vision Correction Surgery and Components Thereof and Methods for Performing Such Surgery, Inv. No. 337-TA- 419 (Respondent).
Samsung ITC Section 337 Certain Consumer Electronics Investigation
Representation of Samsung in the ITC Section 337 Investigation: Certain Consumer Electronics and Display Devices and Products Containing Same, USITC Inv. No. 337-TA-836 (Respondent).
Hewlett-Packard ITC Section 337 Investigation
Representation of Hewlett-Packard in the ITC Section 337 Investigation: Wireless Communication Devices and Systems, USITC Inv. No. 337-TA-775 (Respondent).
FujiPhoto Film Co ITC Section 337 Investigation
Representation of FujiPhoto Film Co. in the ITC Section 337 Investigation: Lens-Fitted Film Packages, USITC Inv. No. 337-TA-406 (Complainant).
Phillip Morris ITC Section 337 Investigation
Representation of Phillip Morris in the ITC Section 337 Investigation: Cigarettes and Packaging, USITC Inv. No. 337-TA-643 (Complainant).
Bristol-Myers Squibb €1.15 billion Eurobond Offering
Represented Bristol-Myers Squibb in its €1.15 billion registered public offering of investment grade debt securities, and a cash “waterfall” tender offer for $500 million aggregate principal amount of certain of its outstanding debt securities.
Cable One Privacy Class Action
Achieved dismissals of three putative class actions against Cable One, a cable and Internet service provider, in litigation involving claims under the Wiretap Act, the Computer Fraud and Abuse Act, and related state laws. The litigation arose out of a third party’s test of a system using “deep packet inspection” for the purpose of serving targeted advertisements.
Calpine Project Financings
Represented Calpine and its subsidiaries, in over $10 billion of subsidiary project financings (in the form of project bonds, secured bank financings and subsidiary preferred stock), senior secured working capital credit agreements aggregating over $3.5 billion, and senior unsecured bridge financings aggregating $1.2 billion.
Canadian IP trade dispute
Life sciences companies are being negatively impacted as a result of patent practices in Canada that are leading to the premature invalidation of pharmaceutical patents. We represent a major life sciences company in a dispute under the North American Free Trade Agreement (NAFTA) seeking compensation for losses suffered by Canada’s internationally inconsistent patent practices.
Case of first impression arising from an FMS contract
Represented a U.S. electronics manufacturer in federal trial and appellate courts against contract claims by a foreign sovereign government asserting third-party beneficiary rights under a Foreign Military Sales (FMS) contract. The case raised issues of first impression under the Contract Disputes Act and Arms Export Control Act (AECA).
Cedel International in its investment in U.S. Spanish Television Network
Advised Cedel International Investment, an international investment fund, in its investment in V-ME Media, Inc., the owners and operators of the V-ME Network, the fourth largest Spanish television network in the United States.
Cengage Learning, Inc.
Represented National Geographic Society and affiliates as large unsecured creditors and contract counterparties in this Chapter 11 case.
CFIUS counsel to AudioCodes in various acquisitions
Represented AudioCodes in its acquisitions of Netrake Corp and Nuera Communications.
Changes to NYSE Rules for Banks and Broker-Dealers
Represented a leading global provider of investor communications and technology solutions in connection with its pursuit of specific changes to NYSE rules regarding the distribution of proxy materials on behalf of banks and brokers. Covington interacted with the SEC and NYSE staff and successfully persuaded the bodies to include the provisions advocated by our client.
Charlesbank Capital Partners Investments
Represented Charlesbank in its investment in Universal Technical Institute, in its acquisition and sale of Aurora Organic Dairy, in its acquisition and sale of The GSI Group, in acquisitions of Zenith Products, The Horn Companies, Cedar Creek Lumber, and Peacock Engineering Company, in its sale of American Tire Distributors, and in its formation of Blacksmith Brands, which purchased the Efferdent, Luden's and PediaCare brands from Johnson & Johnson, and subsequent sale of Blacksmith Brands to Prestige Brands.
Charlesbank in Acquisition of OTC Consumer Products Brands
Represented Charlesbank Capital Partners in the formation of Blacksmith Brands and its acquisition of five OTC consumer products brands, Efferdent, Effergrip, Luden’s, Nasalcrom and PediaCare, from McNEIL-PPC and subsequent $190 million sale of Blacksmith Brands to Prestige Brands Holdings, Inc.
Charter Communications
Represented Wilmington Trust Co., as indenture trustee, in connection with contested plan proceedings in this Chapter 11 case.
Genentech, Inc. ITC Section 337 Investigation
Representation of Genentech in the ITC Section 337 Investigation: Recombinantly Produced Human Growth Hormone, USITC Inv. No. 337-TA-358 (Complainant).
Check Point Software Technologies acquisitions
Represented Check Point Software Technologies in the company’s acquisitions of NFR Security, Inc., the security appliance business of Nokia, Liquid Machines, Inc., and PointSec Mobile Technologies.
CHEP USA IT Outsourcing
Represented CHEP USA in an information technology outsourcing to Dell.
ChemTrade in Cross-Border Acquisition
Represented Chemtrade Logistics Income Fund in its $860 million acquisition of General Chemical Holding Co.
Children's Online Privacy Protection Act
Advised operators of child-directed websites and services on strategies for communicating their child-directed nature to third-party advertising partners in connection with the revised COPPA Rule, and agency inquiries.
Children’s Advertising Review Unit inquiry
Assisted the operator of a child-directed website in responding to an inquiry by the Children’s Advertising Review Unit (CARU) regarding its online behavioral advertising practices.
Children’s privacy FTC inquiry
Represented operators of online websites and mobile apps in responding to informal FTC inquiry letters involving alleged violations of the Children’s Online Privacy Protection Act.
China-Based Gaming Company Corporate Venture Investments
Advised Tencent Holdings Limited in connection with its investment activities relating to public and private companies.
China Based Gaming Company in Popular Messenger App Investment
Advised Tencent Holdings Ltd. on its $50 million investment in Ontario-based KIKInteractive, Inc., a messenger application with more than 200 million registered users.
China Investment Corporation’s investment in AES Corp.
Represented China Investment Corporation in its $1.6 billion investment in AES Corp.
China market access
Advised several leading U.S. companies in responding to existing and proposed Chinese trade barriers, including in the areas of intellectual property, technology standards, and competition law, and helped our clients succeed in raising the profile of these issues in U.S. bilateral negotiations with China.
Co-lead counsel for POM Wonderful
Co-lead counsel for POM Wonderful in landmark advertising litigation with FTC concerning health claims for food products.
Colbeck Capital in Secured Debt Financing
Represented Colbeck Capital Management LLC, as the arranger of the secured debt financing for Kadmon Pharmaceutical’s acquisition of Three Rivers Pharmaceuticals.
Complex Customized Fund Structure for Neuberger Berman
Representation of Neuberger Berman affiliate Dyal Capital Partners in connection with the formation of private equity funds with over $3 billion of aggregate capital commitments, using a customized master-feeder structure incorporating ERISA compliant vehicles.
Compliance program for a defense company
Developed a major defense company’s comprehensive export controls compliance best-practices manual covering a range of export control topics. We seconded one of our associates to the company’s core export compliance organization to work on this project, which required synthesizing existing company compliance material and standardizing export compliance practices across a diverse group of businesses.
Compliance program for global energy company
Developed a compliance program for the Asia-Pacific offices of a global energy and industrial company that covers trade controls and anti-corruption laws and regulations and includes guidance on restricted party and embargoed country screening, U.S. export licensing, and recordkeeping requirements.
Collateral Manager Representations
Represent collateral managers in numerous CDO and CLO transactions.
Compliance with DBE requirements
Representing a large automotive parts manufacturer in its response to a show cause notice from a local transit authority customer, addressing questions regarding Disadvantaged Business Enterprise (DBE) participation.
Concurrent House and Senate investigations
We represented a global manufacturer of advanced medical devices in concurrent investigations in the House and Senate regarding reported injuries to patients. The investigation included parallel regulatory inquiries and significant litigation risks.
Comprehensive compliance program for global operations
For a diversified U.S.-based manufacturing company, we developed compliance manuals covering its global operations that addressed export controls, sanctions, and antiboycott compliance, as well as anti-corruption compliance.
Congoleum
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
Consent Agreement Negotiations with the FTC
In recent years, negotiated multiple consent agreements with FTC in a variety of consumer-facing industries.
Old Dominion Footwear Inc ITC Section 337 Investigation
Representation of Old Dominion Footwear, Inc. in the ITC Section 337 Investigation: Foam Footwear, USITC Inv. No. 337-TA-567 (Respondent).
Arm’s Reach Concepts, Inc. ITC Section 337 Investigation
Representation of Arm’s Reach Concepts, Inc. in the ITC Section 337 Investigation: Bassinet Products, USITC Inv. No. 337-TA-597 (Complainant).
Emine Technology ITC Section 337 Investigation
Representation of Emine Technology in the ITC Section 337 Investigation: Switches and Products Containing Same, USITC Inv. No. 337-TA-589 (Respondent).
Energizer and Eveready ITC Section 337 Investigation
Representation of Energizer Holdings, Inc. and Eveready Battery Company, Inc. in the ITC Section 337 Investigation: Zero-Mercury-Added Alkaline Batteries, Components Thereof and Products Containing Same, USITC Inv. No. 337-TA-493 (Complainants).
Tilia Inc. ITC Section 337 Investigation
Representation of Tilia Inc. in the ITC Section 337 Investigation: Vacuum Packaging Machines, USITC Inv. No. 337-TA-496 (temporary exclusion order proceeding) (Complainant).
Eaton Corp. ITC Section 337 Investigation
Representation of Eaton Corp.in the ITC Section 337 Investigation: Automated Mechanical Transmission Systems for Medium-Duty and Heavy-Duty Trucks and Components Thereof, USITC Inv. No. 337-TA-503 (Complainant).
New Holland North America, Inc. ITC Section 337 Investigation
Representation of New Holland North America, Inc. in the ITC Section 337 Investigation: Agricultural Tractors, Lawn Tractors, Riding Lawnmowers and Components Thereof, USITC Inv. No. 337-TA-486 (Complainant).
Cognex Corporation ITC Section 337 Investigation
Representation of Cognex Corporation in the ITC Section 337 Investigation: Machine Vision Systems, Parts and Components Thereof, and Products Containing Same, USITC Inv. No. 337-TA-484 (Complainant).
Rapistan Systems Advertising and Siemens Dematic ITC Section 337 Investigation
Representation of Rapistan Systems Advertising Corp. and Siemens Dematic Corp. in the ITC Section 337 Investigation: Sortation Systems, Components Thereof and Products Containing Same, USITC Inv. No. 337-TA-460 (Complainants).
Sidel ITC Section 337 Investigation
Representation of Sidel in the ITC Section 337 Investigation: Plastic Molding Machines with Control Systems Having Programmable Operator Interfaces Incorporating General Purpose Computers, and Components Thereof II, USITC Inv. No. 337-TA- 462 (Respondent).
Bombardier Inc. ITC Section 337 Investigation
Representation of Bombardier in the ITC Section 337 Investigation: Personal Watercraft and Components Thereof, USITC Inv. No. 337-TA- 452 (Respondent).
Peregrine Semiconductor ITC Section 337 Investigation
Representation of Peregrine Semiconductor in the ITC Section 337 Investigation: Certain Radio Frequency Integrated Circuits and Devices Containing Same, USITC Inv. No. 337-TA-848 (Complainant).
Vizio ITC Section 337 Investigation
Representation of Vizio in the ITC Section 337 Investigation: Certain Integrated Circuits, Chipsets, and Products Containing Same Including Televisions, USITC Inv. No. 337-TA-822 (Respondent).
Bearing Distributor ITC Section 337 Investigation
Representation of Bearing Distributor in the ITC Section 337 Investigation: Bearings and Packaging Thereof, USITC Inv. No. 337-TA-469 (Respondent).
A-Data ITC Section 337 Investigation
Representation of respondent A-Data in the ITC Section 337 Investigation: Certain Flash Memory Controllers, Drives, Memory Cards and Media Players, USITC Inv. No. 337-TA-619 (Respondent).
Actions Semiconductors, Inc. ITC Section 337 Investigation
Representation of Actions Semiconductor, Inc. in the ITC Section 337 Investigation: Audio Processing Integrated Circuits and Products Containing Same, Enforcement phase only, USITC Inv. No. 337-TA-538 (Respondent).
Skylink ITC Section 337 Investigation
Representation of Skylink in the ITC Section 337 Investigation: Universal Transmitters for Garage Door Openers, USITC Inv. No. 337-TA-497 (Respondent).
LeapFrog Enterprises, Inc. ITC Section 337 Investigation
Representation of LeapFrog Enterprises, Inc.; Jetta Company, Ltd. in the ITC Section 337 Investigation: Electronic Educational Devices and Components Thereof, USITC Inv. No. 337-TA-475 (Respondents).
Altima ITC Section 337 Investigation
Representation of Altima in the ITC Section 337 Investigation: Integrated Repeaters, Switches, Transceivers and Products Containing Same, Enforcement phase only, USITC Inv. No. 337-TA-435 (Respondent).
Echostar and Scientific Atlanta ITC Section 337 Investigation
Representation of Echostar and Scientific Atlanta in the ITC Section 337 Investigation: Set-Top Boxes and Components Thereof, USITC Inv. No. 337-TA-454 (Respondents).
Altera ITC Section 337 Investigation
Representation of Altera Corporation in the ITC Section 337 Investigation: Programmable Logic Devices and Products Containing Same, USITC Inv. No. 337-TA-453 (Complainant).
Atmel ITC Section 337 Investigation
Representation of Atmel Corporation in the ITC Section 337 Investigation: Erasable Programmable Read Only Memories and Products Containing Same, USITC Inv. No. 337-TA-395 (Complainant).
NEC ITC Section 337 Investigation
Representation of NEC in the ITC Section 337 Investigation: Dynamic Random Access Memories, Components Thereof, and Products Containing Same, USITC Inv. No. 337-TA-242 (Respondent).
Quickturn ITC Section 337 Investigation
Representation of Quickturn in the ITC Section 337 Investigation: Hardware Logic Emulators, USITC Inv. No. 337-TA-383 (Complainant).
Beifa Ningbo ITC Section 337 Investigation
Representation of Beifa Ningbo in the ITC Section 337 Investigation: Ink Markers and Packaging Thereof, USITC Inv. No. 337-TA-522 (Respondent).
Nokia ITC Section 337 Investigation
Representation of Nokia in the ITC Section 337 Investigation: Cellular Radiotelephones and Subassemblies and Component Parts Thereof, USITC Inv. No. 337-TA-297 (Respondent).
Microjet Technology ITC Section 337 Investigation
Representation of Microjet Technology in the ITC Section 337 Investigation: Ink Jet Cartridges, USITC Inv. No. 337-TA-446 (Respondent).
Crews, Inc. ITC Section 337 Investigation
Representation of Crews, Inc. in the ITC Section 337 Investigation: Safety Eyewear and Components Thereof, USITC Inv. No. 337-TA-433 (Respondent).
Shummi Enterprise Co., Ltd and Shumei Industrial Co., Ltd. ITC Section 337 Investigation
Shummi Enterprise Co., Ltd; Shumei Industrial Co., Ltd in the ITC Section 337 Investigation: Toothbrushes and Packaging Thereof, USITC Inv. No. 337-TA-391 (Respondent).
Support Systems Int’l, Inc. ITC Section 337 Investigation
Representation of Support Systems Int’l, Inc. in the ITC Section 337 Investigation: Fluidized Support Apparatus, USITC Inv. No. 337-TA-182 (Complainant).
Contech Engineered Solutions
Represented this leading provider of engineering and site solutions in the residential, commercial and infrastructure markets (formerly Contech Construction Products) in its recapitalization, including implementation of new equity ownership and long-term financing of both first lien and second lien debt.
Contech Engineered Solutions in Acquisition of Stormwater Biofiltration Business
Represented Contech Engineered Solutions in its acquisition of Filterra Bioretention Systems from Americast, Inc.
Corporate Political Disclosure Advice
We routinely advise corporations and trade associations in connection with corporate political disclosure policies and practices.
Toshiba ITC Section 337 Investigation
Representation of Toshiba Corporation in the ITC Section 337 Investigation: NAND Flash Memory Devices and Products Containing Same, USITC Inv. No. 337-TA-553 (Respondent).
CRADA with Air Force Research Laboratory
Representing an aerospace technology company in its negotiation of a Cooperative Research and Development Agreement (CRADA) with the U.S. Air Force Research Laboratory for the testing and validation of privately developed propulsion technology. Addressing key intellectual property protection issues.
CRADA advice for a consumer products company
Advised Fortune 50 consumer products company about its rights and obligations under a Cooperative Research and Development Agreement (CRADA) with a U.S. Department of Energy weapons lab.
CRADA with the Department of Defense
Negotiated a Cooperative Research and Development Agreement (CRADA) with the U.S. Department of Defense for evaluation of innovative automotive technologies in connection with the precursor of the LMTV program.
Crude oil antidumping proceedings
Represented ExxonMobil in antidumping and countervailing duty proceedings related to crude oil.
Cutting-edge cost allowability victory
Successfully represented a major defense contractor, through trial and decision, in board of contract appeals litigation involving the allowability of private security costs allegedly incurred in connection with providing logistical support to the U.S. military during the Iraq War. The case raised cutting-edge cost allowability, contractor-on-the-battlefield, and statute of limitations issues.
DAA Self-Regulatory Principles
Represented a third party in responding to an inquiry by the Online Interest-Based Advertising Accountability Program regarding compliance with the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising.
DAE acquisition of Landmark and Standard Aero
Represented the Carlyle Group in various matters, including the sale of Landmark and Standard Aero to Dubai Aerospace International.
Data Ownership
Represented American Airlines in connection with its data ownership strategies, including implementing standard terms and conditions regarding data in various forms of service provider and partner agreements.
DataCard’s $500 million acquisition of Entrust
Represented Entrust in front of CFIUS and on national industrial security regulatory matters in connection with its sale to DataCard Corp.
Deep experience
We have represented clients in numerous other congressional investigations and oversight hearings, including a major internet services company in an investigation of its practices abroad, a chemical manufacturer in an investigation of the safety of its products, an insurance company in a hearing on the federal long term care insurance program, a financial services company in an investigation of credit card terms, and drug companies in investigations concerning such matters as payments to doctors, marketing practices, generic approvals, drug importation, and drug safety.
Defense and aerospace enforcement investigations
Represented numerous U.S. defense and aerospace companies in enforcement investigations before the State Department’s Directorate of Defense Trade Controls and the Department of Justice.
Dendreon
Represented potential stalking horse bidder in bidding and auction process established for the Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Department of Justice inquiry
We represented an ethnic affinity organization, closely associated with a foreign political party, in successfully addressing a Department of Justice inquiry concerning the organization’s activities.
Developers of child-directed apps
Advised developers of child-directed apps on the FTC’s informal guidance on the collection of audio files and other user-generated content, push notifications, in-app purchases, and other interactive features.
Addressing Regulatory Enforcement Actions
We have addressed regulatory investigations and enforcement actions from regulators in the United States, Europe, and Asia following data breaches. These have included investigations or formal enforcement proceedings brought by the Federal Trade Commission, State Attorneys General, and the Securities and Exchange Commission in the United States, and by data protection authorities and sector-specific regulators across Europe and Asia.
Development of corporate responsibility programs
Advised an oilfield services company on the design and implementation of a corporate responsibility program for its Angolan operations following an FCPA enforcement action.
Digital Domain
Represented defendants in avoidance action brought by creditors’ committee in this Chapter 11 case.
DOJ Investigation Concerning FCPA Matters
Representation of a mining company in a Department of Justice investigation concerning anti-corruption (FCPA) matters and related civil RICO litigation.
Dow Corning
Represent debtor in chapter 11 case with respect to insurance matters in connection with breast-implant liabilities.
Duke University Royalty Monetization
Represented Duke University in the sale of a portion of its worldwide royalty interests in Myozyme and Lumizyme.
Eastman Kodak
Represented bidder in connection with Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
Eastman Kodak Company
Represented Wilmington Trust Company, as indenture trustee, as member of ad hoc committee of noteholders in this Chapter 11 case.
Eclipse Aviation
Represented ad hoc committee of secured noteholders in connection with Section 363 sale of substantially all of the assets of this Chapter 11 debtor.
ECPA advice to Microsoft
Advising Microsoft on consent requirements under the Electronic Communications Privacy Act for responding to civil legal process requests in connection with cloud computing services.
Educational and children’s privacy rules
Advising Microsoft on the application of educational and children’s privacy rules to cloud computing services.
Elbit Systems Acquisitions
Represented Elbit Systems in its acquisitions of Tadiran Communications (including Talla-Com and Tallahassee Technologies), Innovative Concepts, Universal Avionics, and M7 Aerospace (among others).
Electronic Medical Records System
Represented a Hospital Network in connection with the negotiation of a license and service agreement for an enterprise-wide Electronic Medical Records (EMR) system.
Eli Lilly in €2.1 billion Euronotes Offering
Represented Eli Lilly and Company in its €2.1 billion notes offering consisting of €600 million 1.000% Notes Due 2022, €750 million 1.625% Notes Due 2026, €750 million 2.125% Notes Due 2030.
Eli Lilly Notes Offering
Represented Eli Lilly and Company in a $1 billion registered offering of notes, consisting of $600 million of 1.950% notes due 2019 and $400 million of 4.650% notes due 2044.
Emory University Royalty Monetization
Represented Emory University in a ground-breaking sale of its royalty interests in Emtriva for $540 million, the first royalty monetization conducted by auction and IDD’s 2005 Healthcare Deal of the Year.
Enforcing NAFTA commitments regarding television programming
Advised major U.S. television program suppliers in enforcing Canada’s market access commitments under the North American Free Trade Agreement (NAFTA).
Ensuring compliance with sourcing restrictions
Counseled our client, a construction material supplier, in connection with a state government construction project partially funded by federal grant funds, and persuaded the prime contractor to accept Mexican-sourced construction material consistent with applicable federal grant restrictions.
Erie Hockey Club Limited
Represent Ontario Hockey League as creditor and contract counterparty in the EHCL Chapter 11 case.
DOE grant to support clean energy
Representing a large chemical company in its negotiation of a U.S. Department of Energy (DOE) grant to construct a cathode materials production plant that supplies manufacturers of advanced lithium-ion batteries. Addressing significant property ownership and intellectual property considerations.
EU-U.S. regulatory dispute
Assisted a European telecommunications company in protecting its interests with the European Commission in a bilateral EU-U.S. regulatory dispute.
Export compliance program for oil and gas company
Developed a comprehensive export controls compliance program to assist a U.S.-based oilfield services company in securing approval under the Commerce Department Special Comprehensive Licensing program.
Eight-Year FCA Investigation Ends with Declination
Press reports accusing our client of using inflated labor categories on a billion dollar contract triggered an eight year False Claims Act (FCA) investigation. Eventually, our appeal to senior attorneys at the U.S. Department of Justice’s Civil Division brought an end to the FCA investigation and cleared the way for the client to negotiate an administrative settlement with the contracting agency resulting in a net payment to the client of millions of dollars.
Export controls for encryption hardware and high-performance computers
Assisted global high-technology and financial sector companies with U.S. and other export controls affecting encryption items and high-performance computers.
Export-related visa certifications
Advised companies on deemed export requirements and the completion of export-related visa certifications for non-U.S. workers.
Facebook acquisitions
Advised Facebook, in connection with its acquisitions of Instagram, Oculus, WhatsApp and other entities.
Famy Care Sale of Women’s Health Business
Represented Famy Care Limited in its $750 million sale of its women's health business to Mylan Laboratories Limited.
FastenTech’s sale to Doncasters Group
Represented FastenTech in its sale to Doncasters Group, a subsidiary of Dubai International Capital.
Favorable jurisdiction determinations
Represented companies in obtaining favorable product jurisdiction rulings on aircraft parts, materials, and other items.
FDCA, FTC Act, and Lanham Act Compliance for life sciences companies
Advising distributors of prescription drugs and medical devices concerning compliance with the Food, Drug, and Cosmetic Act, FTC Act, and Lanham Act advertising standards.
FCPA investigation for major oil and gas company
Represented Hyperdynamics Corporation in an FCPA investigation by the Department of Justice related to its business activities in the Republic of Guinea. The matter was resolved without any charges being brought against the company.
Fiber Composites
Represented this leading manufacturer of wood composite decking and fencing in the restructuring of its secured and junior debt and the combined merger with a strategic partner.
Fidelity Bank Subordinated Debt Offering
Represented Keefe, Bruyette & Woods with FIG Partners LLC, as co-placement agent, in the $75 million offering of subordinated debt by Fidelity Bank.
Financial services investigation
We represented a major financial services company in congressional investigations concerning the documentation of residential foreclosures. Conducted by the House Committee on Financial Services and the House Committee on the Judiciary, the investigations included document requests, interrogatory responses, and an oversight hearing. A significant complicating factor was widespread private and state attorneys general litigation on the same subject matter.
Financing of foreign military sales
Assisted in the structuring of multi-billion dollar bank facilities to finance the manufacture and delivery of major defense systems to foreign governments under Foreign Military Sales (FMS) contracts.
First Mariner Bancorp
Represented GCP Investment Partners in connection with the acquisition and recapitalization of First Mariner Bank in the Chapter 11 case of its bank holding company parent.
FTC enforcement
Represented a third-party advertising service in responding to an inquiry by the FTC into the company’s technology for selecting and delivering online advertising. Mmatter was resolved without any formal enforcement action.
Forest City Ratner Companies’ joint venture with Shanghai Greenland Group
Represented Forest City Ratner Companies in a joint venture with Shanghai Greenland Group to develop the Atlantic Yards site in Brooklyn, NY.
FTC Investigation into third-party advertising service
Represented a third-party advertising service in responding to an inquiry by the FTC into the company’s technology for selecting and delivering online advertising.
FTC reviews of advertising practices in the alcoholic beverage industry
Representing trade associations and individual companies in connection with the FTC’s periodic reviews of advertising practices in the alcoholic beverage industry.
FV Steel & Wire Co.
Represented Sears Corporation in opposing a proposed buy-back of the debtors’ CGL policies under Section 363 that would have threatened Sears’ coverage rights under vendor endorsements.
Garlock Sealing Technologies LLC
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
GCP Investments in Community Banks
Represented GCP as an investor in the acquisition and recapitalization of 1st Mariner Bank by a newly formed interim bank and in its investment in Eastern Virginia Bankshares, Inc.
GHL in Acquisition of Voice and Data Mobile Satellite Services Provider
Represented GHL Acquisition in its $591 million acquisition of Iridium Holdings.
Global assistance to international corporations on government procurement
One of the world’s largest manufacturers of civilian aircraft wanted to promote its foreign direct investment and expand access to government procurements in the United States and Latin America. We supported the company’s increased engagement in Washington, achieving notable recognition by U.S. policymakers at the most senior levels of government. We also advised on U.S. trade policy, export credit programs, and market access issues.
Going Private of Cellular and Satellite Technology Company
Represented Telular Corporation in its $253 million acquisition by Avista Capital Partners.
Golden State Warriors Sale
Represented Christopher Cohan in his $450 million sale of the Golden State Warriors NBA franchise.
Government affairs compliance
Advising a self-regulatory body on its government affairs activities, including advising on the tax treatment of these activities.
Health IT Company in Series A and B Funding
Advised Kit Check, Inc. in its $10.4 million Series A financing led by New Leaf Ventures and in its Series B financing led by Kaiser Permanente.
Healthcare Services and Solutions Collaboration Agreement with MedCPU
Represented Healthcare Services and Solutions in a collaboration agreement with MedCPU for the development of a new clinical-decision support system and related services.
HealthpointCapital in IPO of Portfolio Company
Represented HealthpointCapital Partners as a selling shareholder in Alphatec Holdings, Inc.'s underwritten public offering of 18.4 million shares of common stock for total proceeds to HealthpointCapital and Alphatec of approximately $85 million.
Pepco Holdings in its $6.83 billion sale
Advised Pepco Holdings in its $6.83 billion sale to Exelon Corp.
Pepco Holdings, Inc. in its $1.7 billion sale
Represented Pepco Holdings, Inc. in its sale to Calpine Corporation of its Conectiv Energy segment for approximately $1.7 billion. This transaction included the sale of 19 power generation plants in five states. In the approximately 10 weeks between contract and closing, we addressed and resolved over 200 significant title defects that required everything from bringing a quiet title action to negotiating multiple third-party easements and options, to obtaining mortgage indenture releases. Construction activities were ongoing at most of the plants, including Conectiv’s new 565MW plant in Delta, Pa., which was not yet operational. This required resolution of challenging transfer issues including mechanics lien title coverage under the varying lien laws of multiple jurisdictions.
Persuaded IRS Appeals to Reverse Proposed Adjustments of More Than $250 million
On behalf of a national healthcare company, persuaded IRS Appeals Division to reverse, in their entirety, over $275 million of proposed adjustments related to the company’s income accruals. Following resolution, IRS Examination Division agreed to no longer raise the issue and to skip auditing the taxpayer for at least a year.
Persuaded the IRS Examination Division to Close Out Transfer Pricing Audit With No Adjustment
Persuaded the IRS Examination Division to close out with no transfer pricing adjustment an audit involving a novel transfer pricing methodology and intercompany transactions in excess of $1.5 billion and to skip auditing the company for the next two years. The issues under audit were considered by a senior team of three government economists and nearly a dozen agents.
Petroleum Refiner Defense in Private Tort Litigation
Defend petroleum refiner in private tort litigation regarding operation of a crude oil storage and transportation facility.
Pesticide Residue Tolerance Petition
Advise client regarding requirements for and practicalities of submitting a tolerance petition to EPA to allow pesticide residue to remain on food products.
Pharmaceutical marketing programs
Advising global pharmaceutical companies on HIPAA and state privacy issues relating to pharmaceutical marketing programs.
Pharmaceutical manufacturer
We represented a pharmaceutical manufacturer during debate on the Patient Protection and Affordable Care Act (ACA) with regard to Medicare payment reform provisions.
Pharmaceutical public policy and government affairs
We advise a major pharmaceuticals and health care products company on a wide range of U.S. issues, including Medicare/Medicaid coverage and reimbursement matters related to medical devices, reauthorization of nutrition programs and food labeling policy and tax policy and assist them in advancing their domestic legislative and policy objectives. We also provide global public policy advocacy in countries around the world and in international regulatory bodies.
Pharmaceutical Regulations as Hazardous Waste
Advise pharmaceutical companies regarding the regulations of pharmaceuticals as hazardous waste under RCRA.
Pipeline System Restructuring
Texican in contesting a settlement involving SCANA’s proposed restructuring of its pipeline system.
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.
Plaintiff in Successful Rehearing in Toney v. L'Oreal USA, Inc.
Represented plaintiff in successful rehearing in Toney v. L'Oreal USA, Inc., 406 F.3d 905 (7th Cir. 2005), concerning Copyright Act preemption of state rights of publicity.
Plaza Bank in U.S. Justice Department’s “Operation Choke Point” Initiative
Representing Plaza Bank in the U.S. Justice Department’s “Operation Choke Point” initiative that focuses on banks doing business with third-party payment processors and pay-day lenders and alleges violations of FIRREA.
Acquisitions and Sales of Pharmaceutical Manufacturing Facilities
Advise multiple pharmaceutical manufacturers and developers regarding acquisitions and sales of manufacturing facilities.
Administrative Relief of Clean Air Act Penalties
Successfully represented a coalition of electric utilities in obtaining administrative relief from EPA from millions of dollars of Clean Air Act §185 nonattainment penalties.
Adams Laboratories in False Advertising Matter
Representation of Adams Laboratories in a false advertising action challenging pharmaceutical advertisements by Carolina Pharmaceuticals in the Southern District of New York.
Advertising-Based Content Licensing Arrangements Negotiations
Negotiated advertising-based content licensing arrangements, including in print, broadcast, and online media, and those associated with mobile-telephone content.
Advice on the application of the CFTC's core principles for trading platforms
Advise a derivatives trading platform on the application of the CFTC’s core principles for swap execution facilities and designated contract markets.
Advertising of “Functional Foods”
Advised on the advertising of “functional foods” -- foods and dietary supplements with particular health benefits and organic foods.
Advertising Transitions Negotiations Involving Paid-Programming
Negotiated advertising transitions involving paid-programming (or “infomercials”).
Advice to major hedge funds
We advise various major hedge funds on all of their campaign finance and lobbying compliance issues, including state lobbying registration laws that apply to hedge fund marketing activities.
Advice to U.S.-based fundraising arm
Advised a prominent economic institute with respect to possible structures for a U.S.-based fundraising arm to raise support for a proposed global institute for governance.
Advise a coalition of foreign currency intermediaries
Advise a coalition of foreign currency intermediaries regarding the CFTC’s external business conduct regulations in the context of foreign currency prime brokerage arrangements, including a successful request for no-action relief to the CFTC.
Advise a U.S. foundation
Advised a U.S. foundation that will promote traveling art tours through South America.
Advise a custody bank on customer collateral requirements
Provide advice to a major custody bank related to the CFTC requirements for customer collateral, including rules related to the interactions with futures commission merchants and clearinghouses.
Advise on a joint venture between U.S. educational organization and a for-profit telecommunications giant
Advised on a joint venture between a U.S. educational organization and a for-profit telecommunications giant to produce a new cable television station dedicated to educational programming for children.
Advise U.S. investment bank with international offices on the regulatory treatment of derivatives
Advise a U.S. investment bank with international offices on the regulatory treatment of derivatives, including the CFTC’s guidance on the cross-border application of Dodd-Frank and the related structure of the investment bank’s operations.
Advised a number of large employers on fiduciary governance for their benefit plans
We have helped a number of employers restructure the committees that oversee their benefit plans, to streamline process, ensure compliance, and reduce risk. In addition to governance generally, we have helped plan fiduciaries manage company stock funds in their 401(k) plans, manage fees, and improve communications with plan participants and regulators.
Advised employers on compliance with Affordable Care Act
We have advised a number of employers on a range of complex issues related to the Affordable Care Act, including “shared responsibility” obligations, new mandates, and the upcoming excise tax on “Cadillac” plans.
Advised large employers on restructuring of retiree medical benefits
We recently helped a number of companies restructure their retiree medical benefit programs to reduce costs and volatility. We are also advising employers on related litigation.
Advised multi-national companies on compensation and benefits issues around the world
We have advised a number of multi-national employers on compensation and benefits issues around the world, ranging from global equity plans to pension issues in India and severance in Brazil.
Advised on Complex Bond Exchange
Provided tax and commercial advice relating to the structuring and execution of a complex bond exchange in connection with the wind-down of a business to optimize tier 1 capital. Provided follow-on advice relating to potential audit and transactions to maximize regulatory benefit of deferred tax assets.
Advised on groundbreaking “pension derisking” transactions involving billions of dollars, including the following:
- Represented 21st Century Fox on a spinoff and termination of its pension plan, including the accompanying group annuity purchase.
- Represented Verizon Communications on its pension plan’s $7.5 billion annuity purchase (one of the largest pension annuitization transactions in U.S. history), and successfully defended Verizon against an attempt by retirees to block the transaction in court.
- Represented Fiduciary Counselors on two pension derisking transactions, each involving a transfer of over $500 million in liabilities to insurance companies.
Advised on the Restructuring of a Foreign Currency Hedging Program
Provided tax and commercial advice on the restructuring of a foreign currency hedging program to optimize the ability of client to utilize economic losses efficiently. Provide follow-on advice to prepare for potential audit and transactions to maximize regulatory benefit of deferred tax assets.
Advising an employee benefit investment manager
Advising an employee benefit investment manager and mutual fund advisor with more than $115 billion of assets under management on a wide range of fiduciary, prohibited transaction, disclosure, and investment issues in connection with its discretionary asset management services.
Advised one of the Largest Mutual Fund Families in the U.S.
Advised one of the largest mutual fund families in the U.S. on financial products issues affecting their funds and investors in their funds. In the past year we have advised on numerous specific products in which the funds have invested and on structuring issues related to a new type of actively managed exchange-traded fund.
Advising Charlesbank Capital Partners on more than $2 billion in investments and investment capital
Advising Charlesbank Capital Partners, a private equity fund management group, with over $2 billion in investments and investment capital, in all aspects of the management equity and employment arrangements for their portfolio companies.
Advising plan sponsors and fiduciaries on potential tax and fiduciary issues
Advising plan sponsors and fiduciaries on potential tax and fiduciary issues raised by premium stabilization reserves, retired lives reserves, and other reserves held under group insurance policies issued to employee welfare benefit plans.
Advising several of the largest in-house investment managers
Advising several of the largest in-house investment managers, with combined assets under management exceeding $150 billion, on fiduciary and prohibited transaction issues, including compliance with the INHAM class exemption and related audit requirements.
Advocacy Assistance on International Environmental Treaties
Advocacy assistance on issues related to the United Nations Framework Convention on Climate Change and the Kyoto Protocol, and lobbying on behalf of clients with respect to climate change legislation in the United States, in various states of the United States and in the European Union.
Advocacy support for a major Defense Department procurement
We advised a major U.S. defense company in advocacy efforts before Congress in support of a major weapon acquisition system valued at $50 billion.
Alleged Natural Gas Trading Manipulation
Represent a natural gas trading company and six of its executives and employees in a wide-ranging ongoing FERC enforcement investigation, involving extensive data requests and depositions, of alleged manipulation of natural gas trading in early 2012.
Alleged Clean Water Act Violations in Puerto Rico
Represent Puerto Rico Aqueduct and Sewer Authority in parallel civil and criminal enforcement proceedings for alleged Clean Water Act violations.
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.
Amending the Dodd-Frank Act
We worked with a major financial trade association in a successful effort to amend a provision of the Dodd-Frank Act.
American Athletic Conference Regarding Financial Aid Limits for Student Athletes
Represent the American Athletic Conference in a putative antitrust class action challenging NCAA and Conference rules on financial aid limits for student athletes. This lawsuit challenges the very existence of amateur collegiate athletics.
American Institute of Physics and American Physical Society against False Advertising Claims
Representation of American Institute of Physics and the American Physical Society against false advertising claims based on their comparative surveys of scientific journals that were tried in the Southern District of New York.
American Athletic Conference Related to Conference Realignment
Represented the American Athletic Conference (then known as the Big East Conference) in matters related to college conference realignment. In all, Covington has secured for the Conference more than $65 million in exit/cancellation fees.
AMEX in U.S. District Court for the Northern District of California
Representation of American Express in the United States District Court for the Northern District of California against claims by Visa that Advanta, in conjunction with American Express, used Visa marks beyond the scope of a trademark license and contrary to the Lanham Act.
Animal Drug Regulation
Advising veterinary pharma companies on issues relating to abbreviated paths to drug approval and issues related to the Center for Veterinary Medicine’s new positioning on growth promotion claims for antibiotics used in human medicine.
Animal Feed and Pet Food Ingredient Regulation
Working with pet food and animal feed companies on preparing and filing GRAS notifications, food additive petitions and AAFCO feed ingredient definition applications for animal feed and pet food ingredients.
Animal Health FDA Enforcement
Assist animal health companies successfully respond to FDA enforcement actions, including Warning Letters and Form 483 observations.
Animal Health Product Import Issues
Representation of animal food and drug clients in connection with FDA and USDA import detentions, import refusals, re-exportations and destructions of refused imports, and successful petitions for removal from FDA Import Alerts.
Animal Welfare Act Investigations and Compliance
Defense of administrative compliance actions and investigations brought by the USDA under the Animal Welfare Act and assistance with conducting internal investigations related to such actions.
Anti-kickback safe harbors
Developed for a major pharmaceutical client proposals for new potential safe harbors under the federal anti-kickback statute for potential submission to the OIG.
Anti-money laundering compliance programs
Developing anti-money laundering compliance programs for banks, broker-dealers, money transmitters, providers and sellers of prepaid access, and dealers in precious metals.
Antitrust Aspects of XTO Energy Acquisition
ExxonMobil Corp. on antitrust aspects of its acquisition of XTO Energy, Inc.
API against False Advertising Claims
Representation of American Petroleum Institute against false advertising claims based on its protocol for certification of branded motor oils that were tried in a preliminary injunction proceeding in the Southern District of New York.
Amendment on housing legislation
We represented two major financial trade associations in drafting and presenting to Congress amendments to proposed legislation to revamp the housing finance system.
API Amicus Curiae in U.S. Supreme Court
American Petroleum Institute as an amicus curiae in a U.S. Supreme Court case concerning the alleged “constructive” termination of a franchisor who sued under the PMPA.
Applicability of Environmental Laws to Nanoscale Substances in Clothing
Advise nanotechnology manufacturer regarding potential applicability of environmental laws, including FIFRA and TSCA, to manufacture of clothing treated with nanoscale substances.
Applicability of FIFRA and TSCA to Nanotechnology Manufacturer
Advise nanotechnology manufacturer regarding potential applicability of FIFRA and TSCA to manufacture of clothing treated with nanoscale antimicrobial substances.
Applicability of TSCA to Nanotechnology Manufacturer
Advise nanotechnology manufacturer regarding potential applicability of environmental laws, including TSCA, to manufacture of clothing treated with nanoscale substances.
Applied Security in a trade secret and employee agreement contract dispute
Representation of Applied Security in Fairfax County Circuit Court in a trade secret and employee agreement contract dispute.
Armani in Trademark Litigation in U.S. District Court for the Eastern District of Virginia
Representation of Armani in trademark litigation in the United States District Court for the Eastern District of Virginia to recover the ARMANI.COM domain name from a man whose initials and last name are A.R. Mani.
Asacol® Defense Against Generic
Representation of Warner Chilcott in successfully defending Asacol®, the leading treatment for ulcerative colitis, against ANDAs seeking approval to market a generic version of the drug.
ASM Modular in False Advertising Litigation against Competitor
Representation of ASM Modular in false advertising litigation against a competitor in the modular flooring business in the District of Maryland.
Association for Maximum Service Television, Inc. on Legislative and Regulatory Broadcast-Related Issues
Representation of the TV industry trade association, the Association for Maximum Service Television, Inc. (MSTV), with respect to legislative and regulatory issues affecting broadcast television service, including the congressionally-mandated transition to an all-digital television service in June 2009 and the FCC's preparation of the National Broadband Plan mandated by Congress in the American Recovery and Reinvestment Act of 2009.
Assist non-profit organization respond to state agency complaint
Advising a non-profit organization in its response to a campaign finance complaint filed with a state enforcement agency.
Asset Purchase Agreement Dispute Regarding Legacy Contamination
Represent petroleum refiner in dispute under an asset purchase agreement regarding legacy contamination at a petroleum refinery.
AstraZeneca/Bristol-Myers Squibb diabetes alliance
Representation of AstraZeneca in its strategic diabetes alliance with Bristol-Myers Squibb, including with respect to collaboration arrangements for the development and commercialization of Amylin Pharmaceuticals’ portfolio of diabetes products following BMS’s acquisition of Amylin in a deal valued at $7 billion (approximately half the cost of which was borne by AstraZeneca).
AT&T against Claims of Misleading Advertisements
Representation of AT&T in a trial in the District of Maryland concerning claims by a competitor that AT&T’s advertisements for telephone calling cards were misleading.
Atari Games in Litigation in U.S. District Court for the Northern District of California
Representation of Atari Games in litigation involving home video game trademarks in the United States District Court for the Northern District of California.
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.
Bacardi in Defense of False Advertising Lawsuit Concerning HAVANA CLUB Rum
Representation of Bacardi in its defense of a false advertising lawsuit concerning HAVANA CLUB rum in the District Court of Delaware.
Barrington Broadcasting's Arrangement with Granite Broadcasting
Barrington Broadcasting in a novel four-station shared services/joint-sales arrangement with Granite Broadcasting for coordinated television station operations in two markets.
Barclays in the Acquisition of the Naming Rights to Barclays Center
Represented Barclays in connection with its acquisition of the naming rights to Barclays Center in Brooklyn, New York, for a term of 20 years.
Battery Recycling in New York State
Advise client regarding New York state battery recycling plans.
BBVA in Acquisition of Simple
Representation of Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The $117 million acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco González, Chairman and CEO of BBVA, Simple will reinforce BBVA’s “global digital transformation while BBVA will provide the means to help Simple maximize its outstanding growth potential.”
Belo Corp. in Formation of Joint Venture with Right This Minute LLC
Belo Corp. in the formation of a joint venture with Right This Minute LLC to produce and distribute alternative news programming to local television stations.
Belo Corporation in Agreement with Weathernews Inc
Belo Corporation, an owner of television and radio stations and daily newspapers, in an agreement with Weathernews, Inc., an aggregator of digital content. Belo provided news and weather information, including video clips, for distribution by Weathernews to mobile telephones.
Bespoke Policy Development
When a newly formed government ministry in the Middle East was charged with developing “best-in-class” regulations, they turned to our policy experts and senior international advisors to design a regulatory system that would not only surpass global benchmarks, but would comport with the local legal system. Combining decades of government experience, key regulatory development, and local insight, our team delivered practical, implementable rules that are still in force today.
Benzene Emissions Toxic Tort Claims
An energy company in defending numerous toxic tort claims relating to alleged benzene emissions from an oil refinery in Texas.
Biopharmaceutical Legislation Representation
Representation of coalition of innovative biopharmaceutical manufacturers during the multi-year process that led to enactment of the Biologics Price Competition and Innovation Act of 2010 (BPCIA). Played a similar role for the pharmaceutical industry prior to enactment of the Hatch-Waxman amendments of 1984. Currently advising members of the pharmaceutical industry on FDA regulatory aspects of 21st Century Cures Act and the Senate’s Innovation for Healthier Americans initiative.
BP Lead Counsel in Insurance Coverage Disputes Resulting from Deepwater Horizon Incident and Oil Spill
Lead trial and arbitration counsel for BP in insurance coverage disputes arising from the Deepwater Horizon incident and resulting oil spill in the Gulf of Mexico.
Bradley Pharmaceuticals in Trademark Litigation
Representation of Bradley Pharmaceuticals in trademark litigation, including a preliminary injunction hearing, involving the KERALAC mark in the United States District Court for the Eastern District of Pennsylvania.
Broadcasters on Range of Legislative Issues
Representation of broadcasters on a range of legislative issues, including media ownership and the digital television transition. When the FCC proposed to increase the number of stations a network could own, Covington led the effort to urge Congress to adopt a special provision reversing the FCC. On behalf of broadcasters, we have been deeply involved in drafting every provision affecting the digital television transition over the past decade. Our long involvement in these issues before the Commission enable us to contribute effectively and efficiently to the debate before Congress.
Broadcasters, Washington Post, and NFL on Broadband Matters
Advised local broadcasters, which have unique content in many markets, as they explore deals to move their content to broadband platforms, advised the Washington Post, and worked for many years with the NFL on a range of important communications and media issues, including debates on Sunday Ticket, importation of distant signals, and Internet gambling.
BSA and Other Software Publishers in Preparation of Amicus Briefs
Representation of Business Software Alliance and software publishers in preparation of amicus briefs filed in appellate and Supreme Court cases involving seminal copyright issues, including the Napster, AOL and Grokster cases.
BSA in Major Domestic and International Copyright Law Reform Efforts
Advise Business Software Alliance in most of the major domestic and international copyright law reform efforts resulting from the advent of the digital age, including the U.S. Digital Millennium Copyright Act, the WIPO Treaties, the EU Copyright Directive, the EU Software Directive, implementation of the TRIPS Agreement, and amendments to existing copyright laws in over 30 countries worldwide.
Bush, et al. v. Deere & Company (C.D. Ill.)
Tried and won a class action lawsuit alleging “pattern or practice” discrimination on the basis of age in connection with a corporate reduction in force.
Calpine Acquisitions
Calpine and its subsidiaries in a $600 million acquisition of SkyGen Energy, and a $450 million acquisition of Cogeneration Corporation of America, each a developer, owner, and operator of independent power projects.
Campaign finance internal investigation for major financial institution
Conducted an investigation of past campaign finance activities to identify potential compliance concerns.
Capacity Formation Market in Midwest Independent Transmission System Operator
Represent Comverge, Wal-Mart and Leggett & Platt, large commercial and industrial electricity consumers, before FERC in a matter involving the formation of a capacity market in the Midwest Independent Transmission System Operator (MISO). We intervened in the matter and pressed arguments for the broadening of the MISO capacity market proposal.
Cartier in In Rem Action in U.S. District Court for the Eastern District of Virginia
Representation of Cartier in an in rem action in the United States District Court for the Eastern District of Virginia to recover more than 100 infringing CARTIER domain names.
Carlyle Group Acquisitions
Represented the Carlyle Group in various matters, including its acquisition of Veritas Technologies (with a co-investment by Government of Singapore Investment Corporation) and the sale of Landmark and Standard Aero to Dubai Aerospace International.
CBSInteractive in Various Service Agreements
CBSInteractive in various service agreements for digital media, wireless, and advertising services.
CERCLA Site Private Tort Litigation
Defend mining company in connection with private tort litigation brought in connection with a cleanup at a CERCLA site.
Certification and Rate Approval for Interstate Pipelines
International Paper in obtaining certification and rate approval for the two interstate pipelines it owns.
CFTC regulations compliance
Advise multiple derivatives market participants on compliance with CFTC regulations, including the development of policies and procedures related to futures and swaps trading to demonstrate compliance with CFTC rules and regulations.
Changes to design of retirement plans
Advising several large employers on significant changes to the design of retirement plans with billions of dollars in liabilities, including conversions to cash balance, pension equity, and floor-offset arrangements, and plan freezes and terminations.
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.
Chemical/manufacturing joint venture
Advising one of the world’s largest specialty chemicals companies regarding its manufacturing joint venture activities in China.
ChemGen Corp. Merger with Eli Lilly
Advise ChemGen in its merger agreement with Eli Lilly. The client became a wholly-owned subsidiary of Eli Lilly and an operating unit of Elanco, the animal health division of Eli Lilly.
Chevron FEC enforcement matter
Obtained dismissal of an FEC complaint against Chevron alleging contributions to a Super PAC were illegal under the federal law banning political contributions by federal government contracts.
Cheyenne Plains Open Season Enforcement Investigation
Represent an oil and gas producer in FERC's enforcement investigation regarding the Cheyenne Plains Open Season and in a resulting settlement.
China Investment Corporation Purchase in AES Corporation
China Investment Corporation (CIC), a large sovereign wealth fund created by the People's Republic of China, on FERC and state (NY) energy regulatory issues with respect to its purchase of a 15% share in the AES Corporation, a large independent power producer of international scope with significant US electricity generation assets. Covington secured all necessary approvals for this transaction.
Bevill Exemption Scope Counseling
Advise fertilizer manufacturer regarding the scope of the Bevill exemption for the processing of natural resources under RCRA.
China licensing and collaboration
Advising a leading multinational pharmaceutical company on its agreement with a Nasdaq-listed drug manufacturer to develop and market its linaclotide capsule in China.
China licensing and joint venture
Advising a U.S. biotech company on its sino-foreign joint venture with a Chinese life sciences company to focus on RNAi-based drug discovery, and related license agreement.
China life sciences transactional
Advising a leading multinational pharmaceutical company on the acquisition of diabetes drug assets in China and the transfer of related employees from a multinational drug company.
China life sciences transactional
Representing a leading U.S. pharmaceutical company to set up a joint venture in China with a Chinese biotech company to research, develop and commercialize a late-stage clinical product for the Asia market.
Chloé in Trademark Litigation in the U.S. District Court for the Middle District of Florida
Representation of Chloé in trademark litigation in the United States District Court for the Middle District of Florida concerning defendant’s use of the CHLOÉ mark for women’s clothing offered for sale on its website and for a women’s clothing store.
Citibank, N.A., and Citigroup in connection with OCC and Federal Reserve Consent Orders
Representing Citibank, N.A., and Citigroup in connection with negotiation of OCC and Federal Reserve consent and civil money penalty orders related to Citibank, N.A.’s foreign exchange (FX) trading business.
Class action FLSA consent judgment
Negotiated on behalf of a major health care network a class action FLSA consent judgment with the U.S. Department of Labor relating to overtime that avoided liquidated damages and civil money penalties while foreclosing any private right of action.
CIA Sales and Marketing Compliance
Review of device sales and marketing compliance policies in accordance with a Corporate Integrity Agreement.
Clean Air Act Compliance Advice
Advice to petroleum refiner on various compliance issues in connection with Clean Air Act rules that apply to refineries and associated facilities, including NSPS, MACT, and other issues.
Clean Water Act Section 404
Advise wind power developer on EPA authority to veto Clean Water Act section 404 dredge and fill permits.
Client in EU Opposing Merger of Two, U.S.-Based Telecom Service Providers
Representation of a client in the EU opposing the merger of two, U.S.-based global telecom service providers -- a matter that involved complex issues under EU competition law.
Client in Financing National Wireless Telecommunications System
Representation of a client in financing a national wireless telecommunications system in India.
Coalition of Broadband Users and Innovators, including Microsoft, Google, and Consumer Groups before FCC and Congress
Led the Coalition of Broadband Users and Innovators, including Microsoft, Yahoo!, Google, eBay, and consumer groups before the FCC and Congress for policies that ensure that as broadband services are deregulated, these Internet content companies have the ability to reach their customers.
“Co-Generators” Listing for RCRA Purposes
Advise pharmaceutical manufacturer regarding listing of multiple generators of waste as “co-generators” for RCRA purposes.
Cole Taylor Bank in Federal Reserve Board Investigation
Representing Cole Taylor Bank, now part of MB Financial, in Federal Reserve Board (and Illinois banking department) investigation and consent cease and desist/civil money penalty order alleging violations of consumer protection laws with respect to deposit products provided by the bank through a third party that offered financial aid refund disbursement services to higher education students.
Comment letter on behalf of SIFMA AMG
Prepare comment letter on behalf of SIFMA AMG related to a Joint Audit Committee policy on margining of accounts held by the same beneficial owner.
Comment letters related to the Basel III leverage ratio
Prepare multiple comment letters on behalf of several trade associations related to the treatment of segregated margin for cleared derivatives under the Basel III leverage ratio.
Commercial Arrangements for Online Advertising Revenue-Sharing Arrangements, Sponsored-Search and Graphical Advertising
Drafted and negotiated commercial arrangements for online advertising revenue-sharing arrangements, sponsored-search and graphical advertising involving the leading Internet portals and Internet content providers.
Commercial Contract for American Football League
Advised the National Football League in its eight-year agreement with ESPN providing for Monday Night Football, the most successful series in sports media history, to remain on ESPN through the 2021 NFL season.
Commercial Savvy
Our client, a major Middle East regional airline, issued an RFP for information technology services and a global ticket distribution arrangement. The Covington team, coordinated between our London and New York offices, deployed locally to manage the entire process—from receiving bids to negotiating the final contract valued at over one billion dollars.
Community Bank Acquisitions by Simmons First National
Represented Simmons First National Corporation in a number of transactions, including in its $206.9 million acquisition of Liberty Bancshares, $243.4 million acquisition of Community First Bancshares, Inc., and $66 million acquisition of Delta Trust & Bank Corporation.
COMPETE Representation in Federal and State Electricity Competition Issues
COMPETE, a major coalition of more than 680 electricity market participants including Exelon, PSEG, Wal-Mart, PPL Energy, Calpine, TXU Energy, Safeway, Tendril and Leggett & Platt on a wide range of federal and state electricity competition issues, including the structure of RTO markets and retail competition matters in numerous states including Texas, Pennsylvania, New Jersey, Illinois, Virginia, Michigan, California, Oregon, Wisconsin, Arizona and Ohio.
Competitive Markets Testimony Before Public Utility Commission of Pennsylvania
Electric Power Generation Association in presenting testimony regarding the benefits of competitive markets before the Public Utility Commission of Pennsylvania.
Complex Procurement
A government entity needed to purchase a large number of military vehicles. The procurement required contractors and technology from several jurisdictions and a long-term supply arrangement. From international trade controls and U.S. and EU military sales advice to commercial terms, Covington provided strategic direction as we simultaneously ensured that the documents met local and international requirements.
Clean Air Act Advice to Overseas Electricity Generator
Advise overseas electricity generator regarding Clean Air Act and renewable energy developments in the United States in connection with potential strategic investments in the US electricity sector.
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.
Congestion Revenue Rights in California ISO
SDG&E in connection with a FERC and appellate court proceeding regarding congestion revenue rights in the California ISO.
Congressional action on organic product marking
We helped a trade association obtain congressional reversal of a crippling federal court decision that would have compelled removal of the USDA seal from approximately 90 percent of organic products and that would have likely resulted in a market loss of nearly $1 billion in the first year after the ruling.
Congressional testimony advice for cable programming company
We advised an independent lifestyle programming channel on the effects of a potential Comcast/Time Warner Cable merger and assisted them in communicating their concerns to Congress and relevant federal agencies, including the Department of Justice, and the FCC. Covington’s work led to the channel’s then-CEO testifying before the Senate Judiciary Committee.
Content Provider in Global Partnership with International Telecommunications Provider
Representation of a global content provider in its global partnership with an international telecommunications provider to develop and operate a 3G mobile music service.
Consumer Products Manufacturers and Sellers on Advertising Matters
Counseled major consumer products manufacturers and sellers on commercial and regulatory advertising issues.
Content Providers on Broadcasting, Online, and Digital Media Advertising Trends
Advised major content providers, including sports leagues and television programmers and operators, on broadcasting, online and digital media advertising trends.
Comments on EPA’s Proposed 111(d) Rule
Prepare and submit comments on EPA’s proposed 111(d) rule regulating greenhouse gas emissions from electric generating units for multiple interested parties, including members of the nuclear industry, a coalition of electricity producers, and advanced technology companies.
Cook v UBS Financial Services Inc CA No PJM 06 803 D Md 2006
Successful defense of putative nationwide class action for race discrimination on behalf of financial advisors.
Copyright Advice on Advertising Issues
Provided copyright advice on advertising issues, including with respect to copyright risk-assessment and worked with clients to develop copyright compliance strategies.
Coordinated monitoring and advocacy at the multinational, international and national levels
A highly innovative pharmaceuticals company was concerned about the public debate and policy proposals made to address antimicrobial resistance, as these could seriously curtail its future business. Working together with external partners, we monitor and participate in discussions at the G7, WHO, EU and national levels (in the UK and Germany), with several successes already at proposing alternative solutions more favorable to our client.
Coordinating Counsel in Asbestos Cases
Serve as coordinating counsel for manufacturing company regarding its asbestos cases.
Copyright and Fair Use Advice and Counseling to Publishers
Provide general copyright and fair use advice and counseling to publishers such as the National Geographic Society, the Washington Post Company, and Zomba Music Publishing, to various television broadcast stations, and to a number of leading online business and media ventures including The Microsoft Network, USA Interactive, and the National Football League. Covington is also special intellectual property counsel to the Smithsonian Institution.
Copyright Matters Relating to Rights to Photographic Archive and Wrongful Publication of Photographs
Advising on copyright matters relating to rights to an extensive photographic archive and on wrongful publication of photographs in Europe.
Corbis Corporation in Numerous Copyright Enforcement Actions
Representation of Corbis Corporation in numerous copyright enforcement actions to enforce rights in images licensed by Corbis.
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.
Counsel to Fortune 50 retailer
We provide a broad range of political advice to a major consumer-facing retailer active in federal, state and local elections.
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.
Counsel to PACs of major oil and gas company
We serve as counsel to the political action committees of a major oil and gas company.
Covington supported the Advisory Opinions that defined the rules for Super PACs
Covington argued in support of creating a place in the regulatory regime for Super PACs, filing comments in support of the prevailing parities in FEC Advisory Opinions 2010-09 and 2010-10.
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.
Credit Suisse AG in connection with Federal Reserve Board Investigation and Consent Order
Representing Credit Suisse AG in connection with Federal Reserve Board investigation and Federal Reserve Board Consent Order to Cease and Desist and Assessment of Civil Money Penalty with respect to allegations that Credit Suisse assisted U.S. taxpayers with opening of foreign accounts to avoid required U.S. tax reporting and related matters—and in connection with implementation of requirements of the Order.
Criminal investigation of European manufacturer
Defending a large European manufacturer of power cables in a criminal antitrust investigation by the DOJ.
Criminal investigations of automotive manufacturers
Represent several Japanese and European manufacturers of automotive parts in investigations of alleged anticompetitive activity.
Cross border tax and employment arrangements
Structured a senior executive’s cross-border tax and employment arrangements for a U.S./UK clean tech company.
CSC Sugar trade remedy investigations
Represented CSC Sugar LLC in antidumping and countervailing duty investigations.
Cross-border trade, anti-corruption, and data compliance
Advising a major petrochemical company regarding its establishment of an integrated compliance program, with particular focus on the areas of U.S. and European trade controls, anti-corruption, and data privacy. Our representation includes assistance with establishing a corporate compliance office, assessing risks in these areas, drafting the necessary policies and procedures tailored to company risks and operations, and implementing the program through training and assessment.
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.
Deceptive Marketing and Consumer Protection Defense
Defense of beverage marketer against allegations of deceptive marketing under the District of Columbia Consumer Protection Procedures Act.
Data privacy compliance program
Devised a data privacy compliance program relating to international HR data processed by a US-headquartered multinational.
Deepwater Horizon Litigation
Represent BP in the Penalty Phase of the Deepwater Horizon litigation, including at trial.
Defeated Claims for Museum of Fine Arts, Boston
On behalf of the Museum of Fine Arts, Boston, defeated claims by parties seeking to attach Persian antiquities in efforts to enforce a judgment against Iran, Rubin v. Museum of Fine Arts, Boston (1st Cir. 2013), and claim to Austrian expressionist painting, Museum of Fine Arts, Boston v. Seger-Thomschitz (1st Cir. 2010).
Defeating Collusion Claims
Secured dismissal of purported multi-billion dollar collusion claim brought by the NFL Players Association.
Defeated Defamation Claims at Pleading Stage in Troy Group, Inc. v. Tilson
Defeated defamation claims at pleading stage under California Anti-SLAPP statute. Troy Group, Inc. v. Tilson, 364 F. Supp. 2d 1149 (C.D. Cal. 2005).
Defended airline executive in criminal investigations
Represented executives of various airlines in investigations in the air cargo and passenger industries in several jurisdictions.
Defending automotive executives in criminal investigations
Defending senior executives in auto parts-related investigations.
Defending whistleblower claims
Defended claims threatened against a technology company in the US and the UK, involving alleged SOX whistleblower protections and unlawful detriment claims.
Deferred compensation plans requirements
We filed extensive comments on behalf of a number of clients related to Section 409A of the Internal Revenue Code, helping to shape the requirements for deferred compensation arrangements. We have also advised clients on a number of correction and compliance issues related to these arrangements.
Defining Pesticide and Identifying Cleaning Claims
Advise client regarding definition of a pesticide and what types of cleaning claims may be made without products being determined to be a pesticide.
Demand Response FERC Matters for Comverge
Comverge, Inc. a demand response provider and technology company, in FERC matters on regulations pertaining to demand response, including measurement and verification issues, and, in particular, proceedings involving demand response in the PJM Interconnection.
Demonstration Project for Tidal Energy Turbines Supplier
Advising a supplier of tidal energy turbines on a demonstration project in the United States.
Department of Taxation Club Audits
Persuaded a state Department of Taxation to reverse its long-held, industry-wide position regarding sports clubs’ apportionment methodologies and to consequently drop 14 separate club audits.
Counsel to the Super PAC supporting President Obama’s re-election
Served as counsel to one of the most significant Super PACs in the 2012 presidential election campaign, which succeeded in raising and spending over $75 million.
Developed a Risk-Management Program
Developed a risk-management program for a global commodities merchant based on ISDA swap agreements that enhanced the tax efficiency and reduced the tax risks of legacy intercompany profit-sharing arrangements. Considerations of transfer pricing and taxable presence were essential to the overall planning.
Development and Guidance of Advertising Policies
Advised on advertising policies, including with respect to privacy laws, including the Children’s Online Privacy Protection Act, and developed advertising policies.
Development of Electronic Waste Take-Back Requirements
Provide advice to a Japan based company on developing electronic waste take-back requirements in Argentina and other South American countries.
Development of Technical Substantiation Supporting Product Claims
Assist in developing technical substantiation to support product claims made in labeling, promotions and advertising, and in the defense of substantiation in the litigation context.
Dismissal of a high-profile negligence action
Represented Universal Studios in obtaining the dismissal of a high-profile negligence action brought by a Maury Show guest in New York state court.
DOJ and SEC investigation for one of the worlds largest companies
Advised one of the 300 largest companies in the world on a major DOJ and SEC investigation of potential FCPA violations in India, Latin America and elsewhere.
Domain name recovery
Advised Cartier in an in rem action in the United States District Court for the Eastern District of Virginia to recover more than 100 infringing CARTIER domain names.
Drafted comments and testified at hearings on behalf of numerous clients
Prepared comments and testified at hearings on behalf of industry groups and individual clients on a number of proposed regulations that would significantly affect the design and administration of large employers’ employee benefit plans, including regulations issued by the U.S. Treasury Department, U.S. Department of Labor, and Department of Health and Human Services. In recent years, we have advised clients on rulemaking related to health reform, hybrid and other retirement plans, and fiduciary responsibility.
Drafting of Pension Protection Act 2006
Drafted and advanced legislation that became the Pension Protection Act of 2006. Since passage of the Act, we have been leading discussions with the US Treasury and the US IRS to resolve significant issues affecting hybrid pension plans and sponsors of those plans.
E-Recycling Facility Regulations
Advise client regarding environmental regulations that may apply to an e-recycling facility.
Economic Cities Authority of the Kingdom of Saudi Arabia project
Representing the Economic Cities Authority of the Kingdom of Saudi Arabia in the development of legal and regulatory infrastructure for the Kingdom’s Economic Cities project.
Electronic Arts in Acquisition of 19.9% Stake in Ubisoft Entertainment
Electronic Arts in its acquisition of a 19.9% stake in French game company Ubisoft Entertainment, in a transaction requiring the participation of multiple Covington offices on various corporate, antitrust and international issues.
Employment aspects of global joint venture
Advised a Japanese technology client on the international employment, pensions and incentives aspects arising on the formation of a joint venture with operations in the US, Asia and Europe.
Enforcing arbitration awards
A Korean infrastructure company has asked us for assistance in recovering a substantial arbitral award in Mexico, which the Mexican government is challenging.
Engaging U.S. officials to advocate for clients before multilateral organizations
When the U.N. Special Rapporteur on Human Rights issued a report criticizing the effect of strong copyright protection, we secured a forceful response from the U.S. government and helped ensure that no action was taken on the report by the U.N. Human Rights Council.
Ensuring fair international procurements for private companies
When a major Latin-American government’s procurement financed by the Inter-American Development Bank (IDB) appeared to lock out foreign competitors, a private company turned to us for advice and discreet action. With our knowledge of the country, and of IDB and other multilateral procurement regulations, and relationships with key officials, we were able to persuade the IDB to take quick remedial action which ensured the company a new opportunity to compete fairly in a new procurement with no damage to their relationships in Latin America.
EPA Regulation of Nanotechnology Containing Antimicrobial Pesticides
Advice regarding potential EPA regulation of nanotechnology containing antimicrobial pesticides.
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).
EU Regulation of Cosmetics Testing on Animals
Advise U.S. cosmetics manufacturers on EU legislation governing animal testing and other issues.
EU trade retaliation avoidance
We have designed and executed campaigns on behalf of U.S. producers seeking to avoid EU trade retaliation measures.
Examination of Certain Transfer Pricing Payments
Persuaded IRS to drop examination of certain transfer pricing payments for use of intangibles involving hundreds of millions of dollars of payments.
Exceptions Under RCRA
Advise fertilizer manufacture on the scope of various exceptions under RCRA, including for recycling and reuse of material in a closed-loop process.
Expatriate dismissal in Asia
Advised a NYSE-listed corporation in relation to a Singaporean/UK expatriate dismissal.
Expedia and Its Affiliates on Privacy and Data Security Matters
Advised Expedia (and affiliates Hotels.com, Hotwire, and TripAdvisor) on a variety of privacy and data security matters, including e-mail marketing, targeted advertising, fraud prevention, and changes to online privacy policies.
ExxonMobil Transactions
Representation of ExxonMobil Corporation in numerous transactions, including its $41 billion acquisition of XTO Energy Inc., the largest transaction in the history of the natural gas industry.
Fair Credit Reporting Act (FCRA)
Advising several of the largest bank holding companies in the U.S. on compliance with the FCRA. Advising major consumer reporting agencies and trade associations on the requirement of the FCRA. Successfully representing numerous consumer reporting agencies and financial services providers in CFPB and FTC supervisory and enforcement actions relating to FCRA. Representing numerous firms in connection with the acquisition of FCRA-regulated businesses, including due diligence and preparation of merger and acquisition documents.
False Claims Act litigation and appellate defense
Successful defense of Pfizer in both the district court and the court of appeals on a series of claims by a relator concerning Genotropin.
Favorable settlement for Raycom Media
Represented Raycom Media in obtaining a favorable settlement of a lawsuit brought against the City of Cleveland when the mayor issued a formal edict barring all city officials from speaking with WOIO-TV, a Raycom-owned CBS affiliate, after the station aired a documentary critical of the mayor.
Favorable Settlement with New York State's Department of Environmental Conservation
Negotiate favorable settlement with New York State’s Department of Environmental Conservation in connection with claimed violation of New York’s e-recycling law.
Fax Business Coalition Advocating FCC to Amend Rules
Representation of a coalition of 600 companies and trade associations advocating the FCC to amend its rules to enable business to use faxes to contact their customers. When Congress adopted a law allowing those faxes, we represented the coalition before Congress on implementing this law.
FCC v. Fox Television Stations, Inc.
Covington successfully represented CBS and NBC Television Affiliates in this case involving the FCC’s policy on broadcast of "fleeting expletives." The Supreme Court held that the agency’s policy violated the Due Process Clause, an argument emphasized in Covington’s brief for the television stations.
FCPA investigation for Fortune 15 global company
Represented a Fortune 15 global company in a long-running and widely publicized FCPA investigation at DOJ and the SEC regarding conduct in Mexico and elsewhere. This case presents cutting-edge issues in the FCPA space relating to jurisdiction and the substantive reach of the statute.
FCPA investigation for Fortune 500 life sciences company
Engaged by a Fortune 500 Life Sciences company to coordinate the investigation of suspected FCPA violations in various countries, including Brazil, and to advise the company’s Internal Audit Department on conducting FCPA audits to ensure compliance.
EU investigation regarding abusive search related conduct
Representation of Microsoft, Expedia, and Trip Advisor in the U.S. and Europe in connection with investigations regarding Google’s abusive search-related conduct.
FDA Food Labeling Comments
Prepared influential comments to FDA on behalf of major food trade association clients regarding front-of-pack (FOP) labeling and potential changes to the Nutrition Facts panel.
FDCA Amendments Legislation
Representation of industry stakeholders in negotiations and legislative process leading to every major amendment to the FDCA since its enactment in 1938.
FEC investigation
On behalf of one of the world’s largest banks, obtained a dismissal of an FEC investigation concerning alleged campaign finance violations.
FEC investigation of prominent hedge fund manager
Obtained the dismissal of an FEC complaint against a prominent hedge fund manager.
Federal and state election law compliance
Advise a major national Super PAC, as well as its allied social welfare organization, concerning a wide range of federal and state election law compliance issues.
Multiple IPRs for Aristocrat Technologies Inc.
Representation of Aristocrat Technologies Inc. in patent infringement litigation brought by IGT on an array of patents directed to gaming devices. Covington prepared and filed IPR petitions on 11 patents, and Covington represented Aristocrat as the patent owner in four IPR proceedings initiated by IGT. The parties reached a favorable settlement ahead of the litigation.
Secured Favorable Trademark Ruling for Stolichnaya Brand
Representing SPI Group in a trademark dispute with a designee of the Russian Federation concerning rights to sell Stolichnaya vodka in the United States.
Federal and state political law advice to Fortune 100 company
Advising a multinational heavy equipment manufacturer on a range of federal and state campaign finance, lobbying disclosure, and government ethics matters.
FIFA Requirements for Treated Hospital Garments
Advise client as to FIFRA requirements that apply to hospital garments treated with antimicrobial substances.
Representation of Knappco in PTAB Proceedings
Representing Knappco, a subsidiary of Dover Corporation, in an IPR against CHS Inc. regarding systems and methods to reduce the potential for unintentional mixing of liquid types in tank systems. In The PTAB instituted proceedings on all claims on all grounds. The patent owner failed to file any responsive papers, and the PTAB entered adverse judgment against CHS cancelling all challenged claims.
FIFRA Applicability to Advanced Surfaces
Advise client regarding applicability of FIFRA to advanced surfaces with photocatalytic properties.
Firm Transmission Service Successful Complaint
Southern Montana G&T Cooperative in a successful complaint at FERC involving firm transmission service, and on a range of disputes involving interconnection and transmission issues.
Food Contamination Litigation
Successfully warded off potential California Proposition 65 lawsuits regarding 4-MEI in sodas and lead in juices, and successfully represented companies in litigation regarding lead in chocolate and mercury in tuna.
Food Safety and Health Benefits Claims Advocacy and Implementation
Helped influence the development of the FDA Food Safety Modernization Act (FSMA) to minimize unnecessary and costly burdens on industry, and represent clients with respect to food safety laws, health benefits claims, and compliance matters.
Former CEO of IndyMac Bancorp in Litigation
Representing the former CEO of IndyMac Bancorp in matters arising out of the failure of IndyMac Bank, including knocking out all but one claim in SEC’s once wide-ranging securities enforcement case and settling the last remaining claim, without admitting or denying liability, as a negligence-based claim for $80,000 and a commitment to comply with the securities laws; successfully resolving an FDIC lawsuit; and defending against and/or successfully resolving several securities class action lawsuits, mortgage-backed securities cases, and purported ERISA class action lawsuits.
Foreign banking organizations in the restructuring of their U.S. operations
Representing several foreign banking organizations in the restructuring of their U.S. operations, including in the establishment of intermediate holding companies, mergers and acquisitions and regulatory filings associated with these corporate transactions.
Freddie Mac in connection with the establishment of the US government conservatorship
Representing Freddie Mac in connection with the establishment of the U.S. government conservatorship over the company during the financial crisis in 2008.
Freddie Mac FEC enforcement action
Represented Freddie Mac in the largest-ever FEC enforcement action against a corporation, and negotiated a global FEC settlement on behalf of the corporation and its former officers, which resulted in no penalties for individual Freddie Mac officers and executives.
FSMA Advocacy
On behalf of a major food trade association, helped influence the development of the FDA Food Safety Modernization Act (FSMA) to minimize unnecessary and costly burdens on industry.
Global regulatory and legislative support
A global air cargo company wanted to enhance its political influence as a respected industry voice on public policy issues in order to advance its global business objectives. We helped the company resolve difficult regulatory disputes in several countries, including a fast-moving dispute in China that endangered its business model. We also achieved legislative success for the company in the U.S. Congress on defense policy matters in the authorization bill (NDAA).
Global Warming Class Action
Represented American Petroleum Institute in Comer, putative class action alleging industrial activities contributed to global warming, causing a rise in sea levels and adding to the ferocity of Hurricane Katrina, and thereby causing property damage to plaintiffs.
GMP Consent Decree Negotiations
Representation of companies and individuals in negotiation of GMP consent decrees involving drugs, biologics, devices, and blood products, including significant consent decree matters for Schering Plough, Genzyme and one of the largest manufacturers of OTC drugs in the U.S.
Government affairs compliance review
On behalf of one of the largest manufacturing companies in the world, conducted a government affairs compliance review and made recommendations concerning political law compliance practice.
GMU Litigation, C.A. No. 1:09cv752 (E.D. Va. 2010)
Secured summary judgment for George Mason School of Law against sexual harassment and other discrimination claims by law school professor.
Government affairs compliance review
Advising a self-regulatory body on its government affairs activities, including advising on the tax treatment of these activities.
Government of Puerto Rico
We assisted the Government of Puerto Rico during debate on the Patient Protection and Affordable Care Act (ACA) in its efforts to secure parity in federal funding of its Medicaid program.
Government Contractor Acquisition
Advise government contractor regarding acquisition of another government contract with significant environmental-related contracts.
Gramm-Leach-Bliley Act (GLBA) and State Financial Privacy Laws
We have advised the largest and most sophisticated banks, consumer reporting agencies, and financial services companies on the collection, use and disclosure of nonpublic personal information under GLBA, that California Financial Information Privacy Act, and similar laws, including the development and implementation of privacy notices.
Ground-breaking transaction for 401(k) plan of Fortune 50 client
Assisted a Fortune 50 company in a ground-breaking transaction to add a guaranteed minimum withdrawal investment option to its $15 billion section 401(k) plan.
GRUMA S.A. de C.V.
Successful representation of two Spanish subsidiaries of GRUMA S.A. de C.V., a Mexican food conglomerate, in an ICSID arbitration proceeding against the Bolivarian Republic of Venezuela arising out of certain measures of the Republic that violated the bilateral investment treaty between Spain and Venezuela and resulted in an award of close to $500 million, including interest.
FIFRA and FTC Regulation of Hand Sanitizing Wipes
Advise manufacturer regarding regulation of hand sanitizing wipes that may also be used to clean surfaces under FIFRA and FTC rules, including requirements for consumer preference claims.
GSP Finance in NBA Team Financings
Represented GSP Finance as lender in its NBA -related financings, including financings provided to the Sacramento Kings and the holding company for the New Jersey Nets.
Guidance on Advertising and Sponsorship Arrangements
Counseled leading health care information, product and disease-oriented websites on advertising and sponsorship arrangements.
Guidance to Governments on Telecommunications Matters
Advised governments on the privatization of telecom service providers, crafting regulations for the introductions of regulatory structures to foster competition in the telecommunications industry; drafted regulations governing telecom activities; and established a licensing and regulatory structure for the introduction of next-generation wireless telecommunications service.
Hair Brush Company in Obtaining Preliminary Injunction Against Rival
Represented hair brush company in obtaining preliminary injunction against rival based on trade dress and design patent.
Hazard Communication Standard Applicability to Animal Vaccines
Advise client regarding application of the Hazard Communication Standard to animal vaccines.
Hatch-Waxman settlement investigation and class action
AstraZeneca in an FTC investigation and private antitrust class action litigation concerning settlements of Hatch-Waxman patent litigation involving Nexium.
Health Benefit Claim Substantiation Defense
Successfully defended the substantiation for health benefit claims made by a food manufacturer facing a challenge before the NAD.
Health Benefit Claims Investigation
Defense of beverage manufacturer in FTC investigation of substantiation for health benefit claims in advertising.
Health IT, LDT Regulatory Advocacy
Advocacy before Congress, FDA, and other federal agencies with respect to emerging regulatory policies on health information technology, research use products, and laboratory developed tests.
Helped employers design state-of-the-art wellness programs
We have helped employers comply with a range of laws that affect wellness programs, and we have represented clients in meetings with senior officials at the EEOC, U.S. Department of Labor, IRS, and U.S. Treasury Department on agency regulations affecting wellness programs.
High-level advocacy before the U.S. executive branch
A U.S. defense company faced stiff competition from a non-U.S. competitor in connection with the deployment of its technology in a NATO-member country, which was seeking a complementary commitment from the U.S. government. We conducted high-level advocacy in the United States, helping our client obtain the needed commitment to secure the transaction-a deal valued at about $5 billion.
HIPAA Breach Notification Requirements
Advised employer health plans on HIPAA breach notification requirements relating to breaches of protected health information held by the plans.
HIPAA compliance
Advised major corporations on HIPAA compliance issues relating to their employer health plans.
HIPAA training
On behalf of a major consumer products company, developed a HIPAA training module for the company’s health plan.
Holden Mine CERCLA Site
Advise Rio Tinto in connection with the Holden mine CERCLA site in Washington state, including commenting on proposed ROD and advising on various aspects of the ongoing cleanup.
Horizon Discovery Group plc with its $48 million acquisition
Represented Horizon Discovery Group plc with the real estate aspects of its $48 million (£29M) acquisition of Sage Labs Inc.
Horizon Discovery on Sage Labs Acquisition
Representation of Horizon Discovery Group plc, an AIM listed international life science company supplying research tools and services to organizations engaged in genomics research and the development of personalized medicines, on the acquisition of Sage Labs Inc. for a total of approximately $48 million (£29 million), comprising up to $16 million in cash and up to $32 million in new ordinary shares. The acquired business will be known as Sage Labs Inc., a wholly owned subsidiary of Horizon Discovery Group plc. The acquisition creates a fully integrated translational genomics platform and significantly expands Horizon’s product, service and research offerings.
HR operations audit for multinational pharmaceutical client
Conducted a detailed review of the human resources operations of a large pharmaceutical company to assess compliance with data protection and privacy laws and regulations in both the US and EU, in anticipation of possible certification under the US-EU Safe Harbor regime. Our extensive written report described potential compliance issues and recommended specific remedial actions.
Huawei Technologies in trade secret lawsuits
Representation of Huawei Technologies in trade secret lawsuits against Motorola Solutions involving wireless base station technology; obtained a preliminary injunction preventing the transfer of confidential information in the context of a corporate acquisition and an award of licensing fees.
Hudson River Transmission Cable Installation
PSEG in structuring a project which would interconnect to Manhattan a 555 MW generating unit in New Jersey by means of a transmission cable to be installed under the Hudson River and advising on complex FERC open access, tariff, and other transmission issues.
Hydroelectric Facilities Potential Acquisition
An independent power producer on potential acquisition of hydroelectric facilities.
In re Automotive Wire Harness Systems Antitrust Litigation
Representing S-Y Systems Technologies Europe, GmbH, the only defendant dismissed in its entirety from the wire harness price-fixing litigation, which is the lead case in the sprawling Automotive Parts Antitrust Litigation pending in Detroit. The court granted motion to dismiss, on personal jurisdiction grounds and did not grant the plaintiffs’ request for jurisdictional discovery.
In re High-Tech Employee Antitrust Litigation
Representing Pixar in multi-defendant federal antitrust class action litigation alleging an unlawful agreement among certain Silicon Valley firms to limit their recruiting of each other’s employees.
In re K-Dur Antitrust Litigation
Representing Schering-Plough (now Merck) in multi-district class action litigation challenging so-called reverse payment settlements of pharmaceutical patent litigation. Obtained denial of certification of indirect purchaser class, after which indirect purchasers voluntarily dismissed their case. The team previously defeated the FTC at trial in an action on the same facts, and will now have the opportunity to resolve the direct purchaser portion of the case under a recent Supreme Court decision.
In re TFT-LCD Antitrust Litigation
Represent Samsung in consolidated antitrust price-fixing and deceptive practice class actions involving liquid crystal displays. Won dismissal of claims valued at more than $3.5 billion, brought by Motorola Mobility against Samsung Electronics and several other manufacturers, shortly before trial.
In re Schering Plough Corporation ERISA Litig., 589 F.3d 585 (3d Cir. 2009)
We secured the reversal of a class certification order in a “stock drop” lawsuit claiming breaches of fiduciary duty in the administration of a company retirement savings plan.
India Bank Project Financing
ICICI Bank Limited, India’s second largest bank, and Standard Chartered Bank, India’s largest international bank, as joint lead arrangers for an aggregate of $925 million in project financings supporting power plant and port expansion projects being undertaken by two affiliates of Reliance Industries.
Indoor Air Quality Rulemakings
Represent a national association of property owners in the OSHA rulemakings about indoor air quality.
IndyMac SEC securities fraud case
Defended the former CEO of IndyMac in an SEC securities fraud case and FDIC lawsuit involving one of the most high-profile bank failures of the recent financial crisis.
ING Insurance International in Sale of Mortgage Business in Mexico
Advising ING Insurance International on the sale of its mortgage business in Mexico, ING Hipotecaria, to the Mexican banking subsidiary of Banco Santander, Spain’s largest bank, for approximately $50 million.
Innovative plan language to insulate plan sponsors from litigation risks
Developed innovative plan language to insulate plan sponsors from a wide range of litigation risks, including drafting errors, administrative errors, and allocation of fiduciary responsibility.
Innovative Program Agreements Negotiations for Multiple Clients
Negotiated various innovative program agreements for (a) the NFL, including for example, its deals with ESPN and Sprint and one with TiVo to protect its programming against Internet piracy, (b) other program deals involving PBS, Comcast and Children’s Television Workshop and (c) NBC Weather Plus and NBC Broadband -- joint ventures between the network and its affiliates.
Inquam Limited in Acquisition of Telemobil S.A.
Inquam Limited in its acquisition of Telemobil S.A., the Romanian wireless telecommunications operator, and on Telemobil’s subsequent vendor financing facility with Lucent Technologies.
Insurance Claims Related to Fires at Kahuku Wind Farm
Representation of First Wind Holdings with regard to insurance claims arising out of fires that occurred at its Kahuku Wind farm, Oahu, in 2011 and 2012. Coverage issues include property damage, business interruption, and potential environmental liability issues.
InterMune against False Advertising Claim
Representation of InterMune against a false advertising claim brought under Section 17200 of the California Business & Professions Code in the Northern District of California.
Internal investigation for a major U.S. financial institution
A cross-office team conducting an internal investigation for a major U.S. financial institution of allegations that the bank assisted Argentine nationals evade taxes and launder money. We are also coordinating the bank's global defense strategy, which includes leading strategy meetings with local Argentine defense counsel, and interfacing with key U.S. officials in the U.S. and in Argentina.
International Dairy Foods Association against Class Action
Representation of International Dairy Foods Association against a class action in Virginia state court alleging deceptive marketing of the potential weight-loss benefits of consuming milk.
International benefit plans
Developed an international benefits plan for employees in Dubai, the U.S., and the UK.
Internet and Social Media Promotion Advice
Comprehensive review of internet and social media promotion for a leading multinational medical device company.
Internet-Site Operators on Commercial Strategies
Advised Internet-site operators on commercial strategies, including with respect to CPM-based revenue sharing arrangements.
Investigation into contributions to Super PAC
Defending a major regional bank in connection with an FEC investigation concerning a loan that the bank made to a Super PAC. We have also advised candidates and financial institutions on campaign loan questions.
Indian Point Reactors License Renewal
Entergy in connection with the license renewal for the Indian Point reactors.
Litigation Before the D.C. Circuit
Successfully challenged before the D.C. Circuit the Federal Communication Commission’s rules mandating that telecommunications companies install equipment to monitor private telephone and Internet communications.
Lombard Medical IPO and Re-Domiciliation
Represented Lombard Medical in its $55 million initial public offering on Nasdaq and re-domiciliation.
Los Alamos investigation
We represented the University of California in an intense and wide-ranging investigation by the House Energy and Commerce Committee’s Subcommittee on Oversight and Investigations into alleged fraud and mismanagement at the Los Alamos National Laboratory. The investigation involved more than two dozen witness interviews and culminated in three days of hearings. At the conclusion of the investigation, the University retained its contract to manage the Laboratory.
Los Angeles Clippers Acquisition
Represented Steve Ballmer in his $2 billion acquisition of the Los Angeles Clippers from The Sterling Family Trust.
Lyondell Chemical Company
Represent officers and directors of and shareholders in this Chapter 11 debtor in connection with adversary proceedings in which plaintiffs assert fraudulent conveyance, breach of fiduciary duty, illegal dividend, and other claims. We also represented Lyondell in connection with insurance coverage disputes.
Major political donors
Advise high-net-worth individuals on the vetting of political contributions and tax issues related to their support for tax-exempt groups.
Media Rights Agreements
Represented the PGA of America, the USTA, the U.S. Olympic Committee, the American Athletic Conference, the A-10 Conference, the Chicago Cubs, and the LA Clippers (among others) in connection with the negotiation of their media rights agreements.
MedImmune in Series A Funding of Clinical-Stage Pharmaceutical Company
Advised MedImmune Ventures as lead investor in the Series A Preferred Stock financing of G1 Therapeutics. G1 Therapeutics uses small molecule therapies that act by a novel mechanism to potentially prevent the hematological side effects of exposure to ionizing radiation and cancer chemotherapy, as well as other possible uses.
Megabus Call Center Outsourcing
Represented Megabus in call center service outsourcing agreement.
MF Global
Represented Chapter 11 trustee and represent Plan Administrator in insurance coverage matters.
Microsoft Acquisition of AOL Patents
Represented Microsoft in the $1.1 billion acquisition of 800 patents from AOL, and its $550 million sale to Facebook of the right to acquire a portion of the AOL portfolio.
Leading Secondary Market Practice
Representation of leading secondary market participants for the last ten years in transactions totaling in excess of $10 billion.
Microsoft Acquisition of Nortel Patents
Represented Microsoft in the $4.5 billion winning bid in the auction of Nortel Networks Corporation’s 6000 patents and patent applications.
Microsoft in $7 Billion Acquisition of Devices and Services Business
Represented Microsoft, as IP, commercial, and regulatory counsel, in its $7 billion purchase of substantially all of Nokia’s devices & services business.
Liquidity Alternative for Auction Rate Securities
Represented a major U.S. investment bank in developing and structuring a liquidity alternative for auction rate securities investors.
Microsoft Privacy Class Action
Achieved summary judgment for Microsoft in a putative class action alleging unauthorized collection of geolocation information from the plaintiffs’ mobile devices. After a claim under the Wiretap Act was dismissed at the pleadings stage, we successfully obtained summary judgment on a remaining claim under the Stored Communications Act.
Microsoft Software Publisher Agreements
Represented Microsoft on terms of use and third-party software publisher agreements for its Azure and Office 360 cloud service platforms.
Microsoft's acquisitions of Nokia and Skype
Advised Microsoft in relation to the data protection aspects of the purchases of Nokia’s device and services business and Skype.
Minority business enterprise subcontracting
We defended a major supplier to transit authorities funded by the U.S. Federal Transit Administration against allegations that it was subcontracting with ineligible Minority Business Enterprises (MBEs), thus enabling our client to continue supplying the transit authorities of several major metropolitan areas.
Mississippi Phosphate Company
Represent Office Cherifien Des Phosphates as member of creditors committee in this Chapter 11 case.
MidFirst Bank Acquisitions
Represented MidFirst Bank in its acquisition of Steele Street Bank and Trust from Steele Street Bank Corporation and in its acquisition of Presidential Financial Corporation.
Molycorp Inc.
Represent Wilmington Trust Co., as administrative agent and collateral agent for debtor in possession financing in this Chapter 11 case.
Money Centers of America, Inc.
Represent the Chapter 11 trustee for this financial services company and its wholly-owned subsidiary, Check Holdings LLC in these Chapter 11 cases and related adversary proceedings.
Multi-defendant Flash Tracking Privacy Class Action
Achieved dismissal of a putative class action against Microsoft, CBS, Microsoft, McDonald’s, and Mazda alleging violations of the Wiretap Act, Computer Fraud and Abuse Act, and state laws. The complaint alleged that an online ad network used Flash cookies and other tracking mechanisms to build user profiles for the purpose of serving targeted advertising.
National Commerce Corporation IPO
Represented Keefe, Bruyette & Woods, as underwriters, in the $38.12 million initial public offering by National Commerce Corporation on Nasdaq.
National Public Radio Privacy Class Action
Achieved dismissal of a putative class action against National Public Radio alleging violations of the Wiretap Act, Stored Communications Act, and state laws. The complaint alleged that mobile app developers wrongfully transmitted personal information to third party advertising companies.
Navigating FMS and FMF processes
Advised multiple sellers of military products to foreign governments through the Foreign Military Sales (FMS) and Foreign Military Financing (FMF) processes, gaining approval from the Defense Security Cooperation Agency for the sales and for using financing from FMF and commercial banks to enable the transactions.
Navigated foreign legal requirements for international contractors
Organized foreign counsel in 40 foreign countries to determine legal requirements governing U.S. government contractors working in country, to ensure local compliance as to business registrations, visas, employment laws, and taxes. In doing so, developed a template for determining foreign requirements and a network of local counsel to serve as a resource for the contractor.
Navigating U.S. sanctions programs for multinational corporations
When the U.S. government announced changes to its Cuba policy, major global companies in the consumer products, travel, and entertainment sectors turned to us for advice on policy and trade matters. We advised these clients on export controls and sanctions, legislative proposals, Helms-Burton restrictions, expropriations and certified U.S. claims, and market access issues.
Navigation of issues specific to CMS Recovery Audit Contracting
We helped a client navigate a range of issues unique to RAC contracts with the Centers for Medicare and Medicaid Services (CMS).
Navigation of multiple issues related to healthcare.gov
In the wake of the failed launch of healthcare.gov, we helped a major health IT company navigate compliance and other issues related to its healthcare.gov contract and efforts to remediate the website and related IT systems.
Navigation of Organizational Conflicts of Interest
We have helped major contractors navigate the specific Organizational Conflicts of Interest (OCI) rules and requirements imposed by the Centers for Medicare and Medicaid Services (CMS), the Defense Health Agency, and other agencies. When CMS rolled out its new approach to OCIs, including its new standard clause and required forms, we helped a major CMS contractor comment on key aspects of the approach.
Negotiated cooperative research and development agreements (CRADAs)
Advised major pharmaceutical, consumer products, and energy companies, as well as universities, concerning IP rights under CRADAs for technology transfers at national laboratories.
Negotiation and vetting of state contracts for healthcare exchanges and MMIS
We helped a major client negotiate contracts with state healthcare exchanges in Maryland and several other states, and navigate the procurement rules and risk areas unique to many state exchanges. We have also advised clients regarding intellectual property and other issues specific to state MMIS procurements.
New online advertising products
Represented a large social-media platform in connection with the development and implementation of new online advertising products.
New York State Common Retirement Fund v. Qualcomm, (Del. Ch. Ct. 2013)
Represented Qualcomm in the first lawsuit ever brought under Delaware corporate law to attempt to compel disclosure of corporate political expenditures. We negotiated a rapid resolution and the Common Retirement Fund withdrew its lawsuit.
New York state protest victory
We brought bid protests in New York State administrative and judicial forums concerning redevelopment of municipal hospital property. We obtained an opportunity for our client to become the selected awardee after the procuring agency initially selected two other awardees.
NFL Sale of the Buffalo Bills
Represented the NFL in the $1.4 billion sale and related $200 million financing of the Buffalo Bills franchise to Terry and Kim Pegula.
NFL Sports Data Collaboration with Sportsradar
Represented The National Football League on its next generation data collaboration with Sportsradar, a European sports data company.
NFL Sunday Ticket DirecTV Deal
Representation of the National Football League in connection with its deal to extend DirecTV's exclusive rights to carry NFL Sunday Ticket in a multi-year agreement.
Nortel Networks
Represented Microsoft as a principal member of the consortium submitting the winning bid for the worldwide licensing and patent portfolio of Nortel for $4.5 billion.
North Carolina protest victory
We successfully protested the award of a multi-year statewide tire contract to our client’s competitor. We convinced the State to take corrective action, which resulted in a contract award to our client.
Northwestern University Royalty Monetization
Represented Northwestern University, and an inventor affiliated with Northwestern University, in a series of royalty monetizations (structured both as sales and as financings through special purpose vehicles), including Northwestern’s 2007 sale of a portion of its worldwide royalty interest in Lyrica for $700 million, the largest monetization of a royalty stream for a single pharmaceutical product.
Novel Lending Platform in First-of-its-Kind Transaction
Represent Prosper Marketplace in a variety of securities advisory and transactional matters, including in a first-of-its-kind registration of $500 million of borrower dependent notes and restructuring into a bankruptcy remote vehicle, several rounds of venture financings, as well as ongoing disclosure, SEC reporting and SEC regulatory matters.
OCP Investment in Brazil
Represented OCP in its R$145 million acquisition of an approximately 10% stake in Fertilizantes Heringer S.A.
Obtaining Relief from Dodd-Frank Derivatives Requirements
We represented a coalition of Foreign Exchange Intermediaries in obtaining and implementing CFTC relief under Dodd-Frank provisions relating to derivatives, permitting continuation of their business operations.
OCP SA in Commercial, Strategy, and Prospective Investments
Advising OCP S.A. in all aspects of its commercial and strategy and its prospective investments in North Africa, Latin America, Europe, U.S. and Turkey by means of joint ventures, equity and mergers and acquisitions.
Octavian Advisors in Sale of Fund Stakes
Represented Octavian Advisors, Octavian Global Partners, and its affiliates in the sale of a significant stake in several of its funds to TPS Special Situations Partners.
Octavian Global Partners Fund Reorganization
Representation of the investment manager and general partner of Octavian Special Master Fund, L.P., and its onshore and offshore feeder funds in connection with a complex reorganization, including: an investment in the funds by a TPG affiliate; a concurrent offer to existing fund investors to have their interests in the funds repurchased; and the takeover by TPG affiliates of the investment management and general partner responsibilities for such funds.
OFAC advisory and enforcement matters
Represented major U.S. and European financial institutions in advisory and enforcement matters before the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) on the impact of U.S. asset-blocking measures.
Ongoing FARA compliance advice
We represent numerous consulting firms that are registered under the Act in ongoing compliance with the statute’s disclosure requirements and audits of disclosures by the Department of Justice.
Online Charity Auction site in its Sale to Philanthropy Solutions Company
BiddingForGood, Inc., in its sale to FrontStream Holdings, Inc. a portfolio company of Arsenal Capital Partners.
Oil and gas company Iran sanctions
Extensive advice to U.S. and non-U.S. oil and gas companies on the scope and application of sanctions and retaliatory measures targeting Iran, including advice on pending U.S. enforcement matters.
OrbiMed Advisors Debt Financings
Represented OrbiMed Advisors in a number of proposed and completed debt financings, including a $25 million secured loan to, and synthetic royalty purchase from, Bacterin International Holdings, Inc.
Oplink Communications in Acquisition
Represented Oplink Communications in its $445 million acquisition by Koch Industries.
Online Charity Auction Site in its Series E Financing
Advised BiddingForGood in its recent Series E financing. BiddingForGood is the leading online auction platform for charitable entities.
OrbiMed Product Launch Financing
Represented investment funds affiliated with OrbiMed Advisors in connection with a $90 million senior secured credit facility to Iroko Pharmaceuticals to finance the commercial launch of a pharmaceutical product.
Owens Corning
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
Over-the-counter medicine investigation
We represented a world-leading consumer products manufacturer in an investigation by the House Committee on Oversight and Government Reform regarding high-profile recalls of over-the-counter medicines. The investigation included multiple interviews, tens of thousands of documents produced to Congress, and two major hearings, including one at which the company’s chairman and CEO testified.
Pacific Gas and Electric Company
Represented PG&E Corporation in the restructuring of its regulated utility and as co-proponent of PG&E’s confirmed plan.
Coordination of Patent Office and PTAB Strategy
For a pharmaceutical company with two patents covering a commercial product under challenge in inter partes review proceedings, we developed the strategy that resulted in the accelerated grant of four additional U.S. patents each eligible for listing in the Orange Book.
Samsung Inter Partes Reexamination Proceeding
Representation of Samsung Electronics Co., Ltd. in inter partes reexamination proceedings for a patent related to LCD color technology. Genoa Color Technologies Ltd., the original owner of the patent, sued Samsung for infringement. Samsung requested inter partes reexamination of the patent, and the Right of Appeal notice upheld the final rejection of all claims of the patent on numerous grounds. Subsequent to the Right of Appeal Notice, the parties settled the litigation.
Fujitsu Ex Parte Reexamination Proceeding
Representation of Fujitsu Limited as patent owner in an ex parte reexamination proceeding for a patent related to card type input/output interface devices. The U.S. Patent and Trademark Office issued a Reexamination Certificate confirming the patentability of claims at issue in a concurrent litigation.
Pathnet Telecommunications
Represented Chapter 11 debtor in its bankruptcy liquidation.
Patagonia Privacy Class Action
Achieved favorable resolution for Patagonia in a putative class action alleging wrongful collection of personal information in connection with credit card transactions.
Patriot Financial Partners in Financial Services Industry Investments
Represented Patriot Financial Partners in its investments in in BNC Bancorp and Palmetto Bancshares.
Pay-to-play advice for corporations
Pay-to-play laws do not just apply to investment advisers. Any company with government contracts is potentially subject to these rules. To that end, we regularly help our corporate clients develop and implement pay-to-play compliance policies and procedures.
Pay-to-play advice for major hedge funds
We advise several major hedge funds on compliance with federal and state rules governing political contributions by government contractors, as well as lobbying registration laws that apply to hedge funds that seek investments from state and local public pension plans.
Pay-to-play analyses for major pharma company
Conducted a detailed analysis of pay-to-play issues for a major pharmaceutical company and have obtained favorable advisory opinions from state regulators for a variety of our corporate clients.
Peer-to-Peer Lending Company in its Acquisition of Healthcare Lending Platform
Advised Prosper Marketplace, Inc. in its acquisition of American Healthcare Lending, LLC and merger with Prosper’s wholly owned subsidiary, Prosper Healthcare Lending, LLC.
Pepco on $6.6 billion in securities offerings
Represented Pepco Holdings, Inc. and its subsidiaries as corporate and securities counsel for over 25 years, including representation in over $6.6 billion of securities offerings since 2002.
Peer-to-Peer Lending Company in Six Rounds of Funding
Advised Prosper Marketplace in its last six rounds of financing, including its most recent $165M Series D financing.
Pepco Sale of Electric Generation Assets
Represented Pepco Holdings in its $1.7 billion sale of electric generation assets to Calpine Corporation.
Pharmaceutical Company in its Series C Funding of Biopharma Company
Advised AstraZeneca as lead investor in a $20 million Series C funding round of PhaseBio Pharmaceuticals, a clinical-stage biopharmaceutical company.
Polaroid Corporation
Represent Alps Electric Co. Ltd., as a member of the creditors’ committee in the Polaroid Chapter 11 case and as a large unsecured creditor in the Polaroid Chapter 7 case following conversion.
Perseus in Convertible Debt Investment
Represented Perseus LLC in connection with its convertible debt investment in PhotoMedex, Inc., a publicly traded medical devices company, to finance the acquisition of the operations of Photo Therapeutics Ltd.
Off-label marketing investigation
We represented a major pharmaceutical company in a lengthy investigation by the House Oversight and Government Reform Committee regarding alleged off-label marketing of pharmaceutical products. The investigation included dozens of requests and resulted in the production of tens of thousands of documents.
Political interference investigation
We defended a former NASA official and a former White House official in investigations by the House Oversight and Government Reform Committee and the House Judiciary Committee regarding alleged political interference with the work of government environmental scientists.
Policies surrounding pre-hire background checks
Advised a major sports league on the procedures for conducting pre-hire background checks under the Fair Credit Reporting Act (FCRA) and state law, and drafted appropriate contract language and consent forms accordingly.
Political tax advice to advocacy organization
Providing political law and tax advice to a highly publicized bi-partisan advocacy campaign. Covington devised a unique organizational structure to help accommodate the group’s political goals.
Political tax advice to nationally-recognized charitable organization
We advised the board of trustees of a nationally recognized charitable organization with respect to the possible effects on the organization’s tax-exemption of the perceived candidacy of the organization’s president in a federal election.
Political activity by tax exempt organization investigation
We represented a politically active nonprofit entity in an investigation by the Senate Permanent Subcommittee on Investigations as part of the Subcommittee’s review of political activity by tax-exempt organizations.
Political tax advice to potential presidential candidate
We advised a potential Presidential candidate on the pros and cons of forming one or more tax-exempt entities to promote public policy objectives in the run-up to the election.
Post-acquisition Compliance Review for Pharmaceutical Company
Conducted a post-acquisition trade compliance review for a global pharmaceutical company that included a voluntary disclosure to the U.S. Commerce Department. We also provided related Iran sanctions advice.
Predictive Analytics Company in Series A Funding
Advised EverString Innovation Technology in a $12 million Series A financing.
Privacy and security provisions in contracts
Advised major airline in relation to data ownership, privacy and security provisions in sales and distribution agreements with online travel agencies and global distribution systems.
Privacy-related issues in connection with an acquisition
Drafted privacy-related provisions for use in data processing and outsourcing arrangements and advised on state and tort-based employee privacy laws in connection with a proposed acquisition.
Privacy training for employees
Prepared extensive privacy training materials and participated in training sessions for employees of European subsidiaries of a U.S.-based company.
Procter & Gamble Sale of Pharma Business
Represented Procter & Gamble in the $3.1 billion sale of its global pharmaceuticals business to Warner Chilcott.
Procurement advice and protests in states across the country
We have helped clients navigate state procurement systems and have handled protests in states across the country, including: California, Texas, New York, Florida, Maryland, the District of Columbia, Oregon, North Carolina, Massachusetts, Minnesota, Georgia, Colorado, Washington, New Jersey, and others.
Protection of Client IP Rights
For pharmaceutical, energy, and defense companies entering into R&D contracts, grants, and cooperative agreements with federal agencies (including DoD, DOE, and HHS), we have successfully developed and implemented strategies for protecting our clients’ intellectual property. We have helped our clients limit or avoid government IP rights through the use of alternative contracting vehicles, specially negotiated contract clauses, properly drafted statements of work, and other means. We have also obtained waivers of patent ownership from federal agencies, as well as waivers of the U.S. manufacturing requirements under the Bayh-Dole Act.
Protection of employee personal information
Provided guidance to a major technology and manufacturing company in connection with the unauthorized posting of employee personal information on a third-party webpage. Our efforts on behalf of the client included working with Internet service providers to remove the posted information and providing notice to potentially affected individuals and applicable state regulators.
Protection of IP rights for pharmaceutical companies
For pharmaceutical companies entering into R&D contracts, grants, and cooperative agreements with BARDA, NIH, and DTRA, we have successfully developed and implemented strategies for protecting our clients’ intellectual property. We have helped our clients limit or avoid government IP rights through the use of alternative contracting vehicles, specially negotiated contract clauses, properly drafted statements of work, and other means. We have also obtained waivers of U.S. manufacturing requirements under the Bayh-Dole Act.
Prysmian S.p.A.’s acquisition of Draka Holdings
Represented Prysmian S.p.A. in its acquisition of Draka Holdings.
Rafael Advanced Defense Systems’ matters
Represented Rafael Advanced Defense Systems on various matters, including in its acquisition of the remaining membership interests in Cubic Advanced Technical Systems.
Renegotiated government IP agreements
On behalf of a major pharmaceutical manufacturer, we renegotiated agreements with the National Institutes of Health (NIH) concerning IP rights arising out of the development, manufacture, and use of experimental vaccine supplies for international clinical trials, and negotiated contract terms placing on the government the risk of the client’s use of contested IP developed by another contractor.
Recruiting and Employee Training Outsourcing
Represented a pharmaceutical company in outsourcing its recruitment and employee training functions.
Representation of AIFMD Covered Funds
Representation of an international fund sponsor in connection with the launch of a fully AIFMD compliant fund targeting €500 million of capital commitments.
Representation of Emerging Markets Funds
Representation of an international fund sponsor in connection with a $825 million India focused private equity fund focusing on stressed companies, distressed companies and special credit opportunities in India using a multi-vehicle platform.
Representation of KKR on various investments
Represent Kohlberg Kravis & Roberts (KKR) on various matters involving potential foreign investor partners.
Republican National Committee investigation
We represented the Republican National Committee in connection with investigations by the House Judiciary Committee and House Oversight and Government Reform Committee regarding the dismissal of U.S. attorneys and the hosting of e-mail accounts for White House officials.
Resolved FTC Investigations Into Advertising Practices and Marketing Investigations
Successful public and non-public resolution of numerous other FTC advertising practices and marketing investigations, including numerous closures without commission action.
Resolved hotly-contested completion disputes of U.S. Embassy in Baghdad
Negotiated resolution of concerns that the contractor building the U.S. embassy in Baghdad had thousands of unauthorized deviations from specifications, which prevented the U.S. State Department’s acceptance of the sprawling compound. Demonstrated in senior-level meetings and on-the-ground inspections that the project was materially compliant, leading to acceptance and the resolution of investigations by multiple agencies and Congress.
Responding to Government Surveillance Inquiries
We have a leading practice advising Internet companies and cloud service providers on responding to legal demands seeking access to customer data or network surveillance, served by governments around the world.
Responding to Large Cyber-based Financial Crimes
We have handled multiple large cyber-based financial crimes, including, among others, assisting in the response to one of the largest criminal organization ATM cash drawdowns in U.S. history.
Responding to Sophisticated Advanced Persistent Theat ("APT") Attacks
We have directed the investigations and response into APT attacks from state-sponsored actors and sophisticated criminal groups targeting intellectual property and other proprietary information. These attacks, and the responses, have spanned multiple industries and global companies, with investigations covering four continents.
Robert A. Cook (Sacramento Kings)
Represented Chris Hansen and Steve Ballmer in connection with their purchase of a limited partnership interest in the Sacramento Kings from this Chapter 11 debtor.
Rio Tinto and Intalco Aluminum Corporation in Superfund Matters
Representation of Rio Tinto and Intalco Aluminum Corporation in litigation and negotiations concerning Superfund remediation and natural resource damages at various mine sites in the U.S. and Canada, including Holden Mine, Blackbird Mine and Britannia Mine.
Rolls-Royce acquisition of R.O.V. Technologies, Inc.
Represented Rolls-Royce in the acquisition of R.O.V. Technologies, Inc. by Rolls-Royce’s technical services subsidiary, R. Brooks Associates.
Rules of Origin
Provided foreign-origin and “Made in USA” marking advice to manufacturers in the life sciences, food, energy, chemicals, and consumer products industries.
SABIC’s acquisition of GE Plastics business
We represented both companies in SABIC’s acquisition of the GE Plastics business.
Sale of Belt Curve Manufacturer Portec Group
Represented Incline Equity Partners in the sale of portfolio company Portec Group to The Interroll Group.
Railpower Hybrid Technologies
Represented Union Pacific Railroad as the largest creditor in this Chapter 15 cross-border bankruptcy case.
Sale of Noxema Brand
Represented Procter & Gamble in its sale of Noxema skin care brand in the US, Canada, and certain portions of Latin America to Alberto Culver.
Resolved claims arising from the incarceration of U.S. contractor for espionage
Negotiated a creative settlement of a tort suit filed by a subcontractor arising from his imprisonment in Cuba for carrying out a USAID democracy-building program in that country. We converted that tort settlement into a contract claim by the prime contractor, and successfully negotiated payment to fully compensate the subcontractor while making the prime contractor whole.
Sale of Specialty Pharma Company Omthera Pharmaceuticals
Represented Omthera Pharmaceuticals in its $443 million merger with AstraZeneca.
Sale of satellite sports content to the U.S. Army
Negotiated the sale of satellite sports content to Army Non-appropriated Fund Activity.
Sale of Orajel and other Brands
Represented Coty, Inc. in its $380 million sale of the Orajel brand and other brands of Del Pharmaceuticals to Church & Dwight.
Sale of ThermaCare Brand
Represented Procter & Gamble in its sale of ThermaCare to Wyeth Consumer Healthcare.
Sale of Wolfcamp Shale leasehold to Sinochem
Represented Pioneer Natural Resources in the sale of leasehold interests in Wolfcamp Shale to Sinochem.
Salix $2.6 billion Tender offer Acquisition
Represented Salix Pharmaceuticals Ltd. in its $2.6 billion tender offer acquisition of Santarus Inc.
Salix Acquisition Financing and Credit Facility
Represented Salix Pharmaceuticals in its $1.95 billion acquisition financing and an additional $150 million revolving credit facility in connection with its acquisition of Santarus, Inc.
Salix Acquisition of Specialty Pharma Developer
Represented Salix Pharmaceuticals, Ltd. in its $2.6 billion acquisition of Santarus, Inc.
Salix Pharmaceuticals, Ltd. Notes Offering
Represented Salix Pharmaceuticals, Ltd. in its $750 million offering of 6.00% senior notes due 2021.
Sanctions advice for a major non-U.S. financial institution regarding the processing of U.S. dollar payments
We are representing a non-U.S. financial institution in connection with an investigation by federal and state civil and criminal enforcement authorities into the bank's processing to or through the United States of U.S. dollar payments involving U.S.-sanctioned parties.
SandRidge Sale of Permian Basin Oil and Gas Assets
Represented SandRidge Energy in its $2.1 billion sale of oil and gas assets in the Permian Basin to Sheridan Production Partners.
SBA Size Determination
We took over a U.S. Small Business Administration (SBA) size determination proceeding for our client, an IT services provider, after previous DC government contracts counsel had failed to persuade the SBA that our client was a small business. We submitted thousands of pages of documentation and numerous position papers in what is believed to be the most complex size determination ever performed by SBA, and persuaded the agency that our client is a small business, notwithstanding its affiliation with dozens of other small businesses, thus allowing it to continue to compete for business on small business set-aside contracts.
SBIC portfolio company divestment advice
Our client was a small business defense contractor owned by a Small Business Investment Company (SBIC) that was nearing the end of the control period permitted under Small Business Administration (SBA) regulations. We advised a special committee of the board of directors of the client about the potential effects of various potential sale and transfer scenarios on the client’s continued small-business status, and enabled the committee to decide upon a course of action that would permit the client to continue to perform and compete for small-business set-aside contracts.
Scout Partners Investment in Hinckley Yachts
Represented Scout Partners, a partnership between David Howe and Peterson Capital, in connection with a growth capital investment in The Hinckley Company, a privately-held boat manufacturer.
Expedia/Orbitz Transaction
Secured a significant victory for Expedia (and consumers) in its $1.3 billion acquisition of Orbitz. The DOJ closed its “second request” investigation without taking any enforcement action.
AstraZeneca Transactions
Representation of AstraZeneca in relation to the creation of a $3.4 billion diabetes joint venture with BMS, and the subsequent acquisition of sole control over that venture; in its acquisition of the rights to Almirall’s respiratory franchise (for initial consideration of $875 million and up to $1.22 billion in development, launch and sales-related milestones); assisting in the acquisition of the Takeda respiratory portfolio; and in relation to the creation of an oncology joint venture with Fujifilm Kyowa Kirin Biologics (FKB).
Qualcomm/CSR Transaction
Representation of Qualcomm in connection with its acquisition of CSR plc, with filings in China, Germany, Japan, Korea and Taiwan.
Verizon Communications Transactions
Representation of Verizon Communications in several transactions, including its $3.89 billion acquisition of AOL. Also advised the company in connection with its purchase of UK-based Vodafone’s 45 percent ownership of Verizon Wireless, as well as Vodafone’s purchase of Verizon’s interest in Vodafone Italy, which was valued at $124.1 billion.
Altice Transactions
Representation of Altice N.V., in its $18 billion acquisition of Cablevision Systems Corp. and its $9.1 billion acquisition of Suddenlink.
Newport Television Transactions
Advised Newport Television LLC in connection with the sale of broadcast television stations to Sinclair Broadcasting, Nexstar Broadcasting, and Cox Media Group.
China National Tire & Rubber Co. Transactions
Representation of China National Tire & Rubber Co., in its $7.7 billion acquisition of Pirelli.
Joy Global Transactions
Advised Joy Global in connection with several transactions, including its acquisition of LeTourneau Technologies from Rowan Companies and its sale of LeTourneau’s drilling systems and offshore products businesses to Cameron International.
Ameron International Antitrust Clearance
Represented oilfield services company Ameron International in obtaining antitrust clearance for its acquisition by National Oilwell Varco.
Chemtrade Logistics Inc. Merger Review Clearance
Representation of Chemtrade Logistics Inc. in obtaining merger review clearance for its $860 million acquisition of General Chemical Corp.
Electronic Arts in its Acquisition of 19.9% Stake in Ubisoft Entertainment
Representation of Electronic Arts in its acquisition of a 19.9% stake in French game company Ubisoft Entertainment, in a transaction requiring the participation of multiple Covington offices on various corporate, antitrust and international issues.
Altice Acquisitions
Represented Altice before CFIUS in its acquisitions of Suddenlink Communications and Cablevision.
China Oceanwide’s Acquisition of International Data Group, Inc.
Represented China Oceanwide before CFIUS in its acquisition of International Data Group, Inc.
Debarment Advice for a Potential Investor
Advised a potential investor about likelihood of adverse debarment action resulting from alleged misconduct by target company’s employees.
Successfully Represented a Construction Company in a Federal Highway Administration Debarment Proceeding
Represented a large Puerto Rican construction company and its principal in suspension and debarment proceedings before the U.S. Department of Transportation Federal Highway Administration, resulting in a decision of no debarment.
Successfully Represented a Defense Contractor in Proposed U.S. Army Debarment
On behalf of a defense manufacturer in response to proposed debarment by the U.S. Army, conducted an internal company investigation and prepared the company’s formal response, resulting in the Army’s termination of the proposed action.
Successfully Defended $160 Million Navy Award
Successfully defended a major maritime services corporation’s $160 million federal contract to modify and operate a vessel on behalf of the Navy against protests litigated to a decision on the merits at both the U.S. Government Accountability Office (GAO) and the Court of Federal Claims.
Second Largest Airline in South Korea in U.S. Government Investigation of 2014 Accident
Representing the second largest airline in South Korea in connection with the U.S. government’s yearlong investigation of the 2014 accident at San Francisco International Airport.
SEC’s Conflict Mineral Rule and Resource Extraction Issuer Disclosure Rule
Representing clients on a wide range of matters under the SEC’s conflict mineral rule and resource extraction issuer disclosure rule, including reviewing supply chain policies and advising clients on due diligence in connection with products containing conflict minerals.
Securities Counsel to Numerous Fortune 500 companies
Represent numerous Fortune 500 companies in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries with respect to the resolution of shareholder proposals concerning executive compensation, majority voting, proxy access, the right to call special meetings, political spending and lobbying disclosures, and a host of other topics.
Senate Armed Services Committee hearing
We represented a major federal contractor in an oversight hearing conducted by the Senate Armed Services Committee concerning the contractor’s activities supporting overseas military operations.
Senate Finance Committee investigation
We represented a university system and its medical school in a lengthy investigation by the Senate Finance Committee and resolved the matter without a hearing.
Senate Finance Committee investigation
We represented a major biotechnology company in a congressional investigation by the Senate Finance Committee concerning the price of its breakthrough drug.
Service Contract Act investigation and disclosure
Our client, a major large business provider of IT services to the federal government, discovered possible Service Contract Act compliance issues in the operations of a recently acquired subsidiary. We conducted and internal investigation and assisted the client in making a disclosure to the U.S. Department of Labor, which closed the matter without adverse financial or other consequences for our client.
Severance cost dispute for DOE contractor
Recovered disallowed severance costs paid by a U.S. Department of Energy (DOE) contractor to its employees when the contractor exited the contract and the employees went to work for a successor contractor. The costs were unallowable under the Federal Acquisition Regulation (FAR), but the contract contained an unusual provision, personally approved by President Truman, making virtually all costs allowable. We handled the preparation of the initial claim, the contract appeal to the Court of Federal Claims, and the appeal to the Federal Circuit, at the end of which our client recovered every penny of its severance outlay, plus interest.
Share Repurchase Programs
We routinely represented Fortune 500 companies in the pharmaceuticals, consumer goods, and health insurance industries with respect to multibillion dollar share repurchase programs.
Sherwin-Williams TCPA Class Action
Defended Sherwin-Williams in a putative class action alleging violations of the Telephone Consumer Protection Act in connection with a commercial text message program for paint contractors.
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.
Shoe Show FACTA Class Action
Achieved favorable resolution for Shoe Show in a putative class action alleging violation of the Fair and Accurate Credit Transaction Act for allegedly printing expiration dates on credit card receipts.
Significant prime-sub dispute victory
Prevailed on the appeal of a $250 million prime-sub dispute centered on a Truth in Negotiations Act issue. This was a huge victory for the client, after having lost at the trial level using different counsel.
Simmons First National Acquisitions
Represented Simmons First National Corporation in a number of transactions, including in its $206.9 million acquisition of Liberty Bancshares, $243.4 million acquisition of Community First Bancshares, Inc., and $66 million acquisition of Delta Trust & Bank Corporation.
Singapore Telecommunications Limited’s acquisition of Trustwave Holdings, Inc.
Represented Singtel in its $810 million acquisition of Trustwave Holdings, Inc.
Solar Development and Pooled Power Purchase
Represented Green Lake Capital in its solar development financing activities, including a pooled power purchase transaction covering six megawatts DC of distributed solar facilities located at municipal sites throughout California.
Social Media Apps Leveraging Big Data
Represented Microstrategy in transactions related to the development of social media apps that leverage big data.
SolarCity antidumping and countervailing investigations
Represented SolarCity Corporation in solar cells and modules antidumping and countervailing duty investigations.
State pay-to-play investigation
We successfully represented a political candidate in one of the first and highest-profile pay-to-play law investigations in the country.
Spin-Off of Hanesbrands Inc.
Represented Hanesbrands Inc. in its $2.4 billion spin-off from Sara Lee, Inc. and listing on the NYSE.
State Super PAC
Advise state Super PACs in multiple states on campaign finance and tax-exempt organizations law issues.
Steel products antidumping investigation
Represented Procter & Gamble in antidumping investigation related to diffusion-annealed, nickel-plated flat-rolled steel products.
Statoil’s acquisition of Brigham Exploration
Represented Statoil in its acquisition of Brigham Exploration.
Structuring an OTA arrangement
Advising a Fortune 50 company during the negotiation of an Other Transactions agreement with an Intelligence Community customer.
Structuring subaward practices under new uniform grant requirements
Assisted a coalition of nonprofit organizations in revising internal policies and standard subagreements to account for completely revamped uniform grant requirements that impose significant new burdens on the subaward process.
Successful Defense Against Bid for Board Seats by Activist Investor
Represented Kerr-McGee and its board of directors in its successful defense of Carl Icahn’s effort to elect directors to the Kerr-McGee board.
Successful jury trial defense of Schedule contractor in False Claims Act case in the Eastern District of Virginia
Through a jury trial in the Eastern District of Virginia, successfully represented a Schedule contractor accused of submitting fraudulent commercial pricing data in violation of the False Claims Act (FCA). The Fourth Circuit affirmed the jury verdict in favor of the contractor.
Successful representation of major defense IT contractor in GSA IG audit
Successfully represented a major defense IT contractor in an audit of two U.S. General Services Administration (GSA) Schedule contracts by the GSA Inspector General (IG), in which the IG initially asserted a claim for the repayment of tens of millions of dollars. The matter was resolved for less than $5,000.
Successfully defeated infringement suit in the Court of Federal Claims
One of our clients provides a key component of the F-35 Joint Strike Fighter. A rival contractor sued the U.S. government in the Court of Federal Claims, alleging that the component infringed its patent. We intervened on behalf of our client and persuaded the court to rule that the patent is invalid.
Successfully Defended $1 Billion Award for Embassy Services
Our client’s award was challenged by three competitors. We defeated all three protests. We also persuaded the agency to override the automatic stay of contract performance, and then successfully defended the override before the U.S. Court of Federal Claims.
Successful resolution of best pricing investigation
One of the nation’s largest construction supply companies was investigated for failing to provide the General Services Administration (GSA) with its “best pricing” for materials. Working with the company’s auditors, we were able to resolve the matter for no money based on ambiguities in the Schedule language as applied to the circumstances.
Successfully Defended $1 Billion Coast Guard Award
When the U.S. Coast Guard awarded a contract worth more than $1 billion for the construction and delivery of naval vessels, a competitor protested, first at the Government Accountability Office (GAO) and then at the Court of Federal Claims. We defeated both protests and preserved the award.
Successfully defended $150 million FDA award
When the U.S. Food and Drug Administration (FDA) awarded our client a $150 million contract for IT services, two competitors protested. We successfully defended the protests, getting one dismissed for lack of interested party status and the other denied on the merits.
Successfully defended $50 million MDA award
When the U.S. Missile Defense Agency (MDA) awarded a contract to our client for engineering and support services, a competitor protested. We successfully defeated the protest.
Successfully defended prime contractor in data rights lawsuit
We successfully defended a Navy prime contractor accused of misusing its subcontractor’s design data. We convinced the court that the Defense Federal Acquisition Regulation Supplement (DFARS) data rights clauses allowed the client to use and distribute the data, resulting in a complete summary judgment for our client.
Successfully defended bidder against claims of misuse of competitors data
We obtained a complete jury verdict for our client accused of misappropriating the incumbent’s trade secrets to win a $200 million NASA contract. The alleged trade secrets included the data generated under the incumbent’s existing NASA contract and the incumbent’s proposal data for the new contract.
Successfully protested $1.6 billion DoD award
When the U.S. Transportation Command issued a $1.6 billion multiple-award contract for transportation services, we protested the agency’s decision not to include our client among the awardees. After briefing and subsequent negotiations, the agency agreed to award a contract to our client.
Successfully protested $2 billion+ biodefense award
When the federal government awarded a contract worth more than $2 billion for the development and delivery of a medical countermeasure, we protested at the U.S. Government Accountability Office (GAO). After many rounds of briefing, and a hearing before GAO, the agency agreed to cancel and re-compete the majority of the contract.
Successfully protested award for contract to help reform the justice system in Mexico
We successfully challenged an agency award of a contract to assist the government of Mexico in reforming its justice system, obtaining corrective action that involved new final proposal revisions. When our client won the second round award, we defended a challenge by the prior awardee, and preserved the award to our client.
Successfully protested $200 million U.S. Army award
When the U.S. Army awarded a $200 million contract for IT services, we protested the award, arguing that the awardee had an organizational conflict of interest and gained an unfair competitive advantage by hiring a former government official. The agency took corrective action in response to the protest.
Successfully protested the terms of a $2 billion USAID procurement
When USAID issued a $2 billion procurement for consulting services related to economic growth and poverty reduction, we protested the terms of the solicitation. Our protest convinced the agency to abandon its use of the “low cost, technically acceptable” evaluation scheme by arguing that LPTA was inappropriate for the complex, high-stakes services being sought.
Successfully protested exclusion from $500 million+ biodefense competition
When the U.S. Department of Defense (DoD) conducted a competition for an Advanced Development and Manufacturing (ADM) facility for medical countermeasures, we protested DoD’s exclusion of one of the offerors from the competitive range. The protest issues were of extraordinary technical complexity, but after several rounds of briefing, we convinced the agency to reverse course and invite the offeror back into the competition.
Successfully protested the terms of a $600 million cloud procurement
When the Central Intelligence Agency (CIA) issued an RFP for cloud services, we filed a protest challenging the terms of the RFP as unduly restrictive of competition. After discussion with the U.S. Government Accountability Office (GAO), the agency agreed to amend the RFP to revise the terms at issue in the protest.
Supporting overseas military banking services
Provide ongoing support to a major banking contractor by challenging cost disallowances by the U.S. government that could interfere with the bank’s ability to provide critical banking services to military members stationed around the world.
Synchrony Financial IPO on NYSE
Represented Synchrony Financial as bank regulatory counsel in its $2.875 billion initial public offering on NYSE.
Technology control plan for an aerospace company
For a U.K.-based company in the aerospace sector, we drafted a Technology Control Plan taking into account the applicable EU, Member State, and U.S. trade controls.
Telephone systems antidumping proceedings
Represented AT&T in antidumping proceedings related to telephone systems for small businesses.
Temasek Holdings acquisitions
Represented Temasek Holdings in various matters, including its investment in Merrill Lynch.
Telular in Going Private Transaction
Represented Telular Corporation in its $253 million acquisition by Avista Capital Partners.
Textile and apparel producer CITA petition
Represented a coalition of U.S. and foreign textile and apparel producers in the CITA safeguards petition process related to imports of Chinese textile and apparel products to the United States.
The Walt Disney Company in CrossBorder Acquisition
Represented The Walt Disney Company in its $455 million acquisition of India's UTV Software Communications Limited, an integrated media and entertainment company involved in broadcasting, motion pictures, games content, interactive, and television content.
Think tank internal review
We represented a think tank in an internal review of its foreign government funding in the context of suggestions that its activities may have implications under the Foreign Agents Registration Act.
TINA dispute
For an electronics supplier to a prime contractor for a major U.S. Navy program, we appealed in the prime contractor’s name from a final decision finding defective pricing due to the alleged nondisclosure of certain improvement-curve data that the Navy contended would have led the Navy to conclude that the decline in labor costs would have been steeper than the parties assumed in negotiations. After the close of discovery, we negotiated a favorable settlement.
Trade controls due diligence in M&A transaction
Conducted a due diligence review of International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), economic sanctions, and anti-boycott compliance in connection with the acquisition of a U.S. defense subcontractor by a foreign buyer.
Trade remedy investigations
Represented the largest U.S. sugar importer in an antidumping and countervailing duty investigation.
Tribune Company $2.73 Billion Acquisition of Local TV Holdings
Served as communications regulatory counsel to Tribune Company in its $2.73 billion acquisition of Local TV Holdings, LLC.
Ticketing
We advise league and team clients on ticketing strategies and policies, and on transactions with primary ticketing providers, brokers, and secondary ticketing platforms. We have also successfully defended clients in ticketing-related litigation and investigation matters.
Tricadia Capital Management in Recapitalizations
Represented Tricadia Capital Management as lead investor in the recapitalizations of Highlands Union Bank, a subsidiary of Highlands Bankshares, and Bank of Virginia, a subsidiary of Cordia Bancorp.
Trinity Equity Investment and Life Sciences Recapitalization
Represented Trinity Equity Investments I, LLC in its investment in, and recapitalization of, Ricerca Biosciences, LLC, which was completed in connection with Ricerca’s acquisition of the Discovery and Preclinical business of MDS Pharma Services.
Trusted Advisor to Fortune 100 Companies
Represent Fortune 100 companies in the consumer goods, health insurance, and technology industries with respect to sensitive, ongoing securities disclosure, and compliance matters.
UBS Auction Rate Securities Rights
We represented UBS in the SEC registration of $21 billion of Auction Rate Securities Rights offered to clients of UBS as part of its entry into a settlement agreement with the SEC and other securities regulators relating to auction-rate securities.
UBS Commodities Index Services Agreement with Bloomberg
Represented UBS in the negotiation of a new long-term services agreement with Bloomberg for the calculation and administration of commodities indices.
Union Pacific Railroad in Antitrust, Legislative, and Regulatory Matters
Representing Union Pacific Railroad in a wide variety of regulatory, legislative, and antitrust matters, including ongoing rulemakings involving rail rates and access to customer facilities and a multidistrict class action litigation alleging price-fixing of fuel surcharges.
University of Pennsylvania Royalty Monetization
Represented University of Pennsylvania in the structured sale of a portion of its worldwide royalty interests in Juxtapid.
Univision in Deal for Carriage on DISH’s “Over the Top” Sling TV Service
Represented Univision Communications in the precedential agreement for carriage of Univision’s broadcast stations and cable networks on DISH’s “over the top” Sling TV service. The UCI media portfolio includes the Univision Network, one of the top five broadcast networks, and the most-watched Spanish language broadcast network in the U.S., reaching approximately 94 percent of U.S. Hispanic television households. The agreement covers the Univision and UniMas broadcast networks, as well as other UCI services, such as Univision Deportes and El Rey Network. Sling TV is a new online offering from one of the largest television distributors in the country, by which subscribers can view major network content via the Internet anywhere in the United States.
Telehealth IT System Development
Represented a major global pharmaceutical company on negotiating arrangements with multiple suppliers for the development and operation of a complex state-of-the-art telehealth IT system.
Univision’s IPO
Served as communications regulatory counsel to Univision in filing for an initial public offering of Class A common stock in the United States on July 2, 2015.
Uranium antidumping proceedings
Represented Electricité de France in antidumping and countervailing duty proceedings related to low enriched uranium.
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.
U.S. government sanctions investigation of international energy company
We advised an international energy company on a U.S. Treasury Department investigation of transactions with certain U.S.-sanctioned markets, and assisted the company with interactions with the U.S. State Department on sanctions-related policy matters. The Treasury Department closed its investigation without taking any enforcement action against our client.
Various Team Telecom matters
Represented various additional parties before Team Telecom on matters not requiring CFIUS review, including LightSquared, BT, and Iridium Satellite.
Wanxiang America acquisition of A123 Systems and related matters
Represented Wanxiang America in separate transactions involving the acquisition of certain assets of A123 Systems, Inc., a lithium ion battery company, and the sale of the Energy Solutions Business of A123 Systems to NEC Corp.
Venture Investor in Connection with Financing of Battery Storage Device Company
Advised VantagePoint Ventures Partners in connection with the Series A and Series B Preferred Stock financing of VionX Energy Corporation, which develops advance flow battery energy storage systems.
WS Atkins’ acquisition of Nuclear Safety Associates
Represented Nuclear Safety Associates in its acquisition by WS Atkins.
WTO and NAFTA disputes
Counseled clients on WTO and NAFTA disputes on a wide range of matters, including sanitary and phytosanitary regulations, anti-dumping and countervailing duties, agricultural subsidies, and intellectual property issues, including the FSC and Byrd WTO disputes against the United States. Our lawyers have argued cases before the WTO and have negotiated solutions related to implementation, compliance, and retaliation in trade disputes.
WSFS Acquisition in Wyoming
Represented WSFS Financial Corporation in its acquisition of First Wyoming Financial Corporation.
WTO consistency framework for U.S. Chamber of Commerce
Prepared for the U.S. Chamber of Commerce a framework for analyzing WTO consistency of China’s approval process for inbound foreign direct investment.
WTO e-commerce debate representation
Advised a leading information technology company and represented them before the U.S. and EU governments in the WTO debate on e-commerce.
WTO IP regulatory advice
Assisted leading multinational companies and industry associations in developing and implementing strategies to counter foreign regulations restricting intellectual property rights in violation of the WTO TRIPS Agreement and other regional and bilateral trade agreements.
Xtreme Power
Represent First Wind in connection with coverage and related bankruptcy issues arising under debtors’ liability insurance policies in this Chapter 11 case.
Data Breach Response and Compliance
We have counseled clients on all aspects of data breach response globally, including incidents involving more than 100,000 impacted employees, payment card incidents involving millions of consumers, and breaches of other personal information impacting more than 50 million consumers.
WTO trademark dispute
Successfully represented a client’s intellectual property interests and achieved a successful resolution of a WTO trademark dispute.
Pursuing Recovery for the Largest Documented Data Security Breaches
We have successfully handled the recovery under insurance coverage policies for several of the largest documented data security breaches.
Pre-Incident Advice and Assessments
We regularly advise clients on compliance with information security requirements and best practices, including, among others, governance best practices, vendor contract terms and due diligence, the implementation of information security controls to satisfy regulatory requirements, and the conduct of vulnerability assessments.
Prosper in Acquisition of BillGuard
Representation of Prosper in its acquisition of BillGuard, a personal finance analytics company.
Prosper in Acquisition of American Healthcare Lending
Representation of Prosper Marketplace, Inc. in its acquisition of a healthcare lending platform, American Healthcare Lending, LLC, and merger with Prosper’s wholly owned subsidiary, Prosper Healthcare Lending, LLC.
Public Capital Raising by Fintech Issuer
Representation of Cenkos Securities, plc as nominated adviser, broker and bookrunner in relation to an IPO on AIM and two follow-on offerings by FAIRFX GROUP plc, an international payment services provider.
Innovative New Product for Global Communications Firm
Advising a global network that enables institutions to send and receive information about financial transactions on an innovative new communications technology platform.
Prosper in Six Rounds of Funding
Representation of Prosper Marketplace in its last six rounds of financing, including its most recent $165M Series D financing.
JD.Com in Investment in and Joint Venture with ZestFinance, Inc.
Representation of JD.com in connection with its investment in and joint venture with ZestFinance, Inc.
Prosper in First-of-its-Kind Transaction
Representation of 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.
Legg Mason Investment in Precidian Investments LLC
Representation of Legg Mason, Inc. in its investment in Precidian Investments LLC, a leader in the creation of innovative financial technology products, specializing in exchange-traded fund and mutual fund development, and associated trading and pricing technologies.
WSFS Bank in Strategic Investment and partnership with ZenBanx
WSFS Bank in its strategic investment and partnership with ZenBanx Holdings, which offers a mobile, multi-currency account that will allow consumers to hold balances denominated in up to five currencies in a single account.
Broadcasters and Programming Suppliers in Negotiations and Litigation
Representation of broadcasters and programming suppliers in negotiations and litigation with satellite carriers EchoStar and DirecTV.
Broadcasters on DTV Transition
Representation the broadcast industry and individual broadcasters for nearly two decades on the incredible range of technical, legal and policy issues surrounding the transition to digital television. We helped negotiate the DTV standard, and devised the new frequency table. We worked closely at every step with the FCC’s engineers and with engineers across the television industry. We also worked to develop the new rules and legal requirements to accompany the detailed technical analysis.
Canadian Satellite Radio in $100 million Bond Offering
Representation of Canadian Satellite Radio Holdings, Inc. in a $100 million bond offering.
Coalition of Internet Leaders on Enactment of Net Neutrality Legislation
Working for the enactment of meaningful net neutrality legislation on behalf of a coalition of Internet leaders, including eBay, Google, InterActiveCorp, Microsoft and Yahoo!.
Federal Trade Commission CID Investigation
Lead counsel for PayPal in an FTC investigation of its Venmo product. Covington successfully reached a settlement with the FTC, allowing for Venmo to continue to grow and offer their cutting-edge payment services.
Coalition of Nearly 100 Broadcast Television Stations in Challenging Broadcast Indecency Fine
Challenging the largest broadcast indecency fine ever proposed by the FCC as lead counsel for a coalition of nearly 100 broadcast television stations.
Cook Inlet and Others in Spectrum Auctions Process
Represented Cook Inlet and others in the spectrum auctions process.
Disney in $7 Billion Acquisition of Infoseek Corporation
Representation of the Walt Disney Company in its $7 billion acquisition of Infoseek Corporation.
Fax Ban Coalition, U.S. Chambers of Commerce, National Association of Realtors, and Coalition of Mortgage Finance Industry Businesses on Commercial Fax Messages Matter
Obtaining rules on commercial fax messages that protect consumers’ rights, but are fair to legitimate businesses, after multi-venue effort in Congress, in court and at the FCC on behalf of the Fax Ban Coalition, a cross-industry group of trade associations and businesses, as well as the U.S. Chambers of Commerce, the National Association of Realtors and a coalition of businesses in the mortgage finance industry.
Foreign Satellite Manufacturer on Corporate and Securities Law
Representation of a foreign satellite manufacturer on general corporate and securities law issues regarding its activities with a U.S. company developing a new satellite-based communications service.
Global Software and Technology Company in Telecommunications Regulatory Matters
Representation of one of the world’s largest global software and technology companies in a range of communications regulatory issues affecting its business.
Group of Secured Lenders in Restructuring FairPoint Communications
Representation of a group of secured lenders as principal outside regulatory counsel in the restructuring of FairPoint Communications.
Investors in the Old ITFS and MMDS Spectrums
Represented investors in the old ITFS and MMDS spectrums have turned to us for advise on new spectrum strategies, regulatory reform, and deal work.
Major Publishers in United States and Europe on Cross-Border Libel Matters
Representation of major publishers in the United States and Europe on cross-border libel matters relating to Internet publication.
Major Media Company on Telecommunication Matters
Representation of a major media company on all telecom matters relevant to its commencement and continuity of operations as a Mobile Virtual Network Operator (i.e., a reseller of wireless service) in the U.S. market.
Microsoft before FCC on Issues Concerning Media Center and DRM Products
Representation of Microsoft before the FCC on various issuing surrounding its Media Center and DRM products. We obtained FCC recognition of Windows Media Digital Rights Management software as a permissible means to handle digital content. We also represent the company in ongoing rulemakings and waiver petitions involving plug-and-play issues, including industry-wide efforts to resolve these issues.
Microsoft in License Negotiations for Xbox 360
Representation of Microsoft in negotiating licenses for IP related digital output and copy protection technology for the Xbox 360 console.
OCC Special Purpose Bank Charters
Several online lending and payments platforms regarding the Office of the Comptroller of the Currency’s special purpose national bank charter for fintech companies and other regulatory matters.
Bitcoin Technology in Transfer of Currency from Currency-Controlled Jurisdiction
A multinational company regarding a transaction to use Bitcoin and related blockchain technologies to transfer currency from a currency-controlled jurisdiction to the United States and European Union.
Class Action Cases Challenging "True Lender" Status
Representing Celtic Bank, a leading provider of SBA loans, in two class action lawsuits challenging the bank's "true lender" status.
Mobile Satellite Ventures (MSV) in Corporate Matters
Representation of Mobile Satellite Ventures (MSV), an L-band MSS provider that has an authorization for a next generation service using ancillary terrestrial components (ATC), in corporate and transactional matters, including equity and debt financing.
Microsoft in Negotiating Reseller Agreements for Interactive Voice Recognition Cloud Services
Representation of Microsoft in negotiating reseller agreements for interactive voice recognition cloud services between Microsoft subsidiary Tellme and various partners, initially Juma Technology Company and its subsidiary Nectar Services Corp.
Multiple Clients on Legislative and Regulatory Policy and Litigation Issues
Representation of clients on various legislative and regulatory policy and litigation issues, including (1) retransmission consent, (2) downconversion of digital signals by cable systems, (3) carriage of digital multicast streams by cable, DBS and other video program distributors, (4) indecency, (5) media ownership and (6) importation of distant signals by DBS operators.
NAB Before the U.S. Supreme Court
Representation of the National Association of Broadcasters before the U.S. Supreme Court in the Schwarzenegger case, which concerns the First Amendment validity of state-imposed limitations on violent video games.
National Geographic Society in Creation of Channel
Representation of National Geographic Society in the creation of the National Geographic Channel with News Corp. and NBC.
National Press Photographers Association in Protection of Journalists' Rights
Protecting the rights of journalists to gather news in the New York and New Jersey transit systems, on behalf of the National Press Photographers Association.
Network Affiliated Stations Alliance and NAB in Battle before Congress, FCC, and Third and D.C. Circuits Courts of Appeals
Waging on behalf of the Network Affiliated Stations Alliance and the National Association of Broadcasters a multi-year, multi-venue battle before Congress, the FCC, and the Third and D.C. Circuits Courts of Appeals on the national television ownership rule, successfully achieving a legislative reversal of the FCC’s decision.
New Skies on Multiple Matters
For New Skies, a spin-off of Intelsat, we have provided FCC advice and also have handled arbitration, litigation, export control and intellectual property projects.
Newspaper Association of America and 70-Member Media Coalition in Spearheading Federal Legislation to Establish Journalists’ Privilege
Representation of the Newspaper Association of America, and an 70-member media coalition, in spearheading federal legislation to establish a journalists’ privilege. We have worked closely with proponents of legislation and with Congress to suggest creative solutions to protecting the integrity of the journalistic enterprise, in both traditional and digital media, while taking into account legitimate law enforcement and anti-terrorism concerns.
NFL in Negotiations for Digital Downloads
Representation of the National Football League in negotiations for digital downloads of NFL content and a wide range of other new media deals with Yahoo!, iTunes and others.
NextWave and Others in Spectrum Strategies and Opportunities
Represented NextWave, other applicants and licensees, and numerous investors in connection with new spectrum ideas, purchases, auctions and new technologies in the 700 MHz, 800 MHz, and 2 GHz spectrum.
On Behalf of MSTV, Representing the Television Industry on Key Legislative, FCC, and Industry Issues
On behalf of MSTV, representing the television industry on key legislative, FCC and industry issues, including, for example, negotiating a template agreement with Sprint Nextel for the migration of broadcast ENG services out of the 2 GHz spectrum, the implementation of a “hard date” for the transition to a digital-only television service, and for the process of electing and assigning final DTV channels.
PanAmSat, Hughes Network Systems, and Intelsat on Conducting Due Diligence Reviews
Assisted various financial and strategic investors in conducting due diligence reviews of PanAmSat, Hughes Network Systems, and Intelsat in connection with the sale of such companies.
Pulitzer-Prize Winning Author Ron Suskind on His War on Terror Investigative Work
Representation of Pulitzer-prize winning author Ron Suskind in connection with his investigative work on the war on terror and in particular, with his most recent bestselling work, The One Percent Doctrine.
Qualcomm in Numerous European Acquisitions and Investments
Representation of Qualcomm in numerous European acquisitions and investments including its $200 million joint venture and private equity investment with Omnia, a subsidiary of Saudi Oger, to create a UK-based company to deploy CDMA-based technology.
Qwest Communications International Inc. in Multiple Transactions
Representation of Qwest Communications International Inc. in a number of strategic transactions and proposed transactions, including its merger with CenturyLink (as local counsel in the District of Columbia and Maryland).
Rural Local Exchange Carrier with Telecommunications Issues
Representation of one of the industry’s largest rural local exchange carriers as principal outside regulatory counsel in the U.S. in connection with universal service, intercarrier compensation and broadband compliance, investigations and policymaking proceedings.
San Francisco Digital Media Advisory Council Member
Covington is the only law firm member of the San Francisco Digital Media Advisory Council, a coalition between the City of San Francisco and a host of leading digital media and entertainment companies, including Electronic Arts, Lucasfilm, Dolby Labs, Wild Brain Entertainment, Giant Killer Robots, Dreamworks Animation and Pixar.
SES Americom on Advice and Advocacy at FCC and DOJ
For SES Americom, we provided advice and advocacy at the FCC and DOJ concerning the impact of the News Corp. acquisition of Hughes Electronics (and its subsidiary, PanAmSat), on competition in the satellite distribution services industry.
“Small Refinery” Exemption Advice
Advise petroleum refiner regarding the scope and applicability of the “small refinery” exemption from the renewable fuel standard.
Specialty Equipment Manufacturers on FCC Compliance
Representation of one of the leading distributors of televisions to the healthcare field, Specialty Equipment Manufacturers, on FCC compliance issues. When its leading manufacturer discovered problems complying with an FCC rule, we sought a waiver of the FCC’s Part 15 requirements for one of the leading TV set manufacturer in this market.
Ontario Teachers Pension Fund, Providence Equity Partners and Madison Dearborn Partners in $33B Acquisition
Representation of Ontario Teachers Pension Fund, Providence Equity Partners and Madison Dearborn Partners in their $33 billion acquisition of BCE, Inc., the parent of Bell Canada.
Television Clients on Pre-Publication Review, Newsgathering and Subpoena Defense Issues
Provided pre-publication review, newsgathering and subpoena defense work for television clients in some 25 states on a 24/7/365 basis. To ensure that our team is fully available to journalists around the clock, we have established technical solutions so that scripts, video clips and documents are distributed electronically to all members of our team simultaneously.
TerreStar Networks in Compliance Matter
Representation of TerreStar Networks, one of the companies that won a license to offer mobile satellite service (“MSS”) in the 2 GHz band, on critical milestone compliance and MSS spectrum allocation issues.
Two Major National News and Public Affairs Magazines and a National Newspaper on International Newsgathering and Libel Exposure Issues
Advised two major national news and public affairs magazines and a national newspaper on international newsgathering and libel exposure issues. For example, we have advised on the use of hidden cameras in Africa, India and Europe. We also represented a 50-member media coalition in successfully persuading Canadian courts not to exercise jurisdiction over the Washington Post in Bangoura v. Washington Post.
Verizon in Dispute with RIAA
Representation of Verizon in a dispute with the Recording Industry Association of America over the application of safe harbor provisions of the Digital Millennium Copyright Act to subscribers’ sharing of music and other content using peer-to-peer services.
Testified in Favor of and Played an Advisory Role in Crafting, Federal Legislation to Limit “Libel Tourism”
A Covington partner testified in favor of, and played an advisory role in crafting, federal legislation to limit “libel tourism,” the practice of libel plaintiffs suing U.S. publishers abroad. The resulting legislation, the SPEECH Act, unanimously passed the House and the Senate and was signed into law in August 2010.
ProMOS ITC Section 337 Investigation
Representation of ProMOS in the ITC Section 337 Investigation: Semiconductor Integrated Circuits Using Tungsten Metallization and Products Containing Same, USITC Inv. No. 337-TA-648 (Respondent).
Microchip ITC Section 337 Investigation
Representation of Microchip in the ITC Section 337 Investigation: Semiconductor Integrated Circuits Using Tungsten Metallization and Products Containing Same, USITC Inv. No. 337-TA-648 (Respondent).
Afa Technologies in ITC Section 337 Investigation
Representation of Afa Technologies in the ITC Section 337 Investigation: Certain Flash Memory Controllers, Drives, Memory Cards and Media Players, USITC Inv. No. 337-TA-619 (Respondent).
Power Quotient International (PQI) in ITC Section 337 Investigation
Representation of respondent Power Quotient International (PQI) in the ITC Section 337 Investigation: Certain Flash Memory Controllers, Drives, Memory Cards and Media Players, USITC Inv. No. 337-TA-619 (Respondent).
Samsung LED ITC Section 337 Certain Light-Emitting Diodes Investigation
Representation of Samsung LED in the ITC Section 337 Investigation: Certain Light-Emitting Diodes and Products Containing Same, USITC Inv. No. 337-TA-798 (Complainant).
International Products Sourcing Group Inc. in ITC Section 337 Investigation
Representation of respondent International Products Sourcing Group, Inc. in the ITC Section 337 Investigation: Semiconductor Chips with Minimized Chip Package Size and Products Containing Same (III), USITC Inv. No. 337-TA-630 (Respondents).
Samsung ITC Section 337 Wireless Communication Equipment Investigation
Representation of Samsung in the ITC Section 337 Investigation: Wireless Communication Equipment, Articles Therein, and Products Containing Same, USITC Inv. No. 337-TA-583 (Respondent).
Knowles Electronics ITC Section 337 Certain Silicon Microphone Packages Investigation
Representation of Knowles Electronics in ITC Section 337 Investigation: Certain Silicon Microphone Packages and Products Containing Same, USITC Inv. No. 337-TA-888 (Complainant).
UMC ITC Section 337 Investigation
Representation of UMC in the ITC Section 337 Investigation: Semiconductor Integrated Circuits Using Tungsten Metallization and Products Containing Same, USITC Inv. No. 337-TA-648 (Respondent).
Micronas ITC Section 337 Investigation
Representation of Micronas in the ITC Section 337 Investigation: Semiconductor Integrated Circuits Using Tungsten Metallization and Products Containing Same, USITC Inv. No. 337-TA-648 (Respondent).
Dongbu HiTek ITC Section 337 Investigation
Representation of Dongbu HiTek in the ITC Section 337 Investigation: Semiconductor Integrated Circuits Using Tungsten Metallization and Products Containing Same, USITC Inv. No. 337-TA-648 (Respondent).
Chipsbank ITC Section 337 Investigation
Representation of respondent Chipsbank in the ITC Section 337 Investigation: Certain Flash Memory Controllers, Drives, Memory Cards and Media Players, USITC Inv. No. 337-TA-619 (Respondent).
Skymedi ITC Section 337 Investigation
Representation of respondent Skymedi in the ITC Section 337 Investigation: Certain Flash Memory Controllers, Drives, Memory Cards and Media Players, USITC Inv. No. 337-TA-619 (Respondent).
Gas Marketing and Trading Business Issues
UBS on FERC issues relating to its gas marketing and trading business.
Gas Utility Controversy with El Paso Natural Gas Company
A large gas utility in a controversy with El Paso Natural Gas Company concerning rights of contract termination and Rights of First Refusal.
GE and Synchrony Financial in $2.95 billion initial public offering and subsequent split-off transaction
Representing General Electric and Synchrony Financial (GE Capital’s former North American retail finance business) in connection with Synchrony’s approximately $2.95 billion initial public offering and in connection with GE’s subsequent exchange offer to complete the separation of Synchrony from GE, including the Federal Reserve Board application process and approval required for the Synchrony’s separation from GE.
Success Before ITC and PTAB on Behalf of Tessera
As recognized by The National Law Journal, Covington successfully represented Tessera at the ITC regarding a patent infringement dispute with Broadcom over semiconductor chips. This victory came on the heels of its effective represented before the PTAB. Tessera (Complainant): Certain Semiconductor devices, semiconductor device packages, and products containing same, USITC Inv. No. 337-TA-1010.
GE Capital Retail Bank CFPB Investigation and DOJ Consent Order
Represent the former GE Capital Retail Bank (now Synchrony Financial) in a CFPB investigation, enforcement action, and consent order related to allegations of deceptive marketing of credit card add-on products and discrimination against Spanish-speaking customers related to certain offers to settle outstanding credit card balances and a Department of Justice enforcement action and consent order regarding the same allegations of discrimination.
Genetic diagnostics strategic alliance
Illumina in a strategic alliance with Genomics England for a four-year project to decode 100,000 human genomes.
General representation of financial institutions
On an ongoing basis, we provide government relations advice to several large and mid-size financial institutions.
GHL Acquisition Corp. in Acquisition of Iridium Holdings LLC
GHL Acquisition Corp., a special purpose acquisition company sponsored by Greenhill & Co., Inc., in its acquisition of Iridium Holdings LLC, the leading mobile satellite services provider.
Global compliance
Serving as global privacy and data security counsel to a global e-commerce business, including advising on financial services privacy and information security-related aspects of certain mobile payments and mobile wallet services and international data transfers
Global mobility
Advising companies based in the U.S., UK, and other parts of Europe on cross-border tax and employment aspects of senior executive assignments in Europe and China.
Global policies and procedures
Advising Microsoft on a broad range of privacy and data security issues impacting its services in Europe and at a global level.
Development of Internal Guidelines for Law Enforcement Requests
Regularly assist global businesses in developing internal guidelines for responding to law enforcement requests, including by identifying and advising on relevant legal obligations and assessing best practices for responding to government requests for customer data. We help clients develop procedures for addressing conflict-of-law issues that arise when receiving law enforcement requests from countries worldwide, with an eye toward creating efficient and scalable solutions.
Global Privacy Audit for Leading Consumer Electronics and Technology Companies
On behalf of one of the world’s leading consumer electronics and technology companies, we completed a comprehensive global privacy audit under the laws of the United States, the European Union, and China, including an assessment of the data collection, use, and sharing practices of numerous business units (including HR data), cross-border data transfers, and adopting a going-forward privacy governance and risk-management approach and corresponding policies and procedures.
Global privacy compliance programs
Designed a compact worldwide privacy compliance program for a U.S. multinational company.
Successful Challenge of FBI National Security Letter
Challenged issuance of an FBI National Security Letter (NSL) seeking customer information from a global technology company; after this challenge, the FBI withdrew the NSL.
Litigated Successful Constitutional Challenge
On behalf of Microsoft, successfully challenged a gag order statute that allows courts to forbid technology companies from telling their customers about demands for their data under the Electronic Communications Privacy Act (ECPA). The lawsuit resulted in nationwide reform of the government's practices under the statute. See Microsoft Corporation v. United States Department of Justice, No. 2:16-cv-00538-JLR (W.D. Wash.).
Litigation Resulting in New Rules on Customer Access to Government Data Demands
Representation of technology client in Foreign Intelligence Surveillance Court litigation challenging restrictions on technology company disclosures about government surveillance. The litigation resulted in new rules that allow technology companies to give their customers more information about how often the government demands customer data. See In re Motion to Disclose Aggregate Data Regarding FISA Orders, Misc. No. 13-04 (FISA Ct. 2014).
Merck on €2.1 Billion Acquisition of Animal Health Company
Represented Merck & Co., Inc. in its €2.1 billion acquisition of Antelliq Group for approximately. Antelliq will be wholly owned and separately operated subsidiary within the Merck Animal Health Division.
Illumina in $1.2 Billion Deal with Pacific Biosciences
Represented Illumina, Inc. in its announced $1.2 billion acquisition of Pacific Biosciences and its novel Single Molecule, Real Time (SMRT®) technology, which provides high accuracy, ultra-long reads for full genome sequencing. The acquisition complements Illumina sequencing solutions with accurate long read sequencing capabilities to answer a set of complex genomic questions.
Tencent in $8.6 Billion Acquisition of Clash of Clans Developer
Represented Tencent Holdings Limited in its $8.6 billion acquisition of a majority stake in Supercell Oy, developer of Clash of Clans, Clash Royale, Boom Beach and Hay Day, from SoftBank.
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.
Pac-12 Networks in Twitter Streaming Deal
We represented Pac-12 Networks in its deal with Twitter for streaming of 150 live Olympic sports events from the Pac-12 universities.
Fox Networks Group in Online Distribution Agreements
We represented Fox Networks Group in various agreements for carriage of the Fox suite of cable networks and the Fox owned and operated broadcast television stations on various “over-the-top” Internet-based distribution platforms.
Representation of Teva Pharmaceuticals
We represented Teva in its strategic partnership with IBM, which enabled it to become the first multinational pharmaceutical company to deploy IBM’s Watson Health Cloud as its global technology platform. As part of the partnership, a joint Teva-IBM research team will work together using “big data” and machine-learning tools to develop disease models and advanced therapeutic solutions, including solutions designed to collect and analyze real world evidence. The deployment of these models and solutions will enable Teva to provide insights and real-time feedback directly to care providers and patients via mobile devices in order to achieve treatment optimizations and improved patient outcomes.
Market entry
Assisting a major U.S. tech company with an entrance into China, including providing a comprehensive analysis of privacy and data protection issues in connection with that entry.
Mass media company global public policy
One of the world’s largest global mass media companies needed support on a range of issues that intersect law and policy. We helped the client:
- navigate U.S. sanctions on advertising, promotion, and distribution of content in international markets;
- pursue a diplomatic solution to an IP rights dispute in the Middle East, leveraging extensive relationships at the State Department; and
- advocate on federal issues with Members of the U.S. Congress.
MasterCard in Trademark Litigation in the U.S. District Court for the District of Utah
Representation of MasterCard in trademark litigation in the United States District Court for the District of Utah against a bank that was using a MASTER CARD mark for various banking services offered to account holders.
Medicaid coverage for dropped products
Assisted several pharmaceutical manufacturers in reinstating Medicaid coverage for products dropped from the program by the Centers for Medicare & Medicaid Services (CMS).
McGraw-Hill and Other Major Textbook Publishers in Gray Goods Trademark and Copyright Litigation
Representation of McGraw-Hill and other major textbook publishers in gray goods trademark and copyright litigation in the United States District Court for the Eastern District of New York to prevent the illegal importation and sale over the Internet of textbooks published abroad and not intended for sale in the United States.
Medical device company legislative support
We assisted a medical device company in its efforts to secure Medicare pass-through coverage of its innovative diagnostic device.
Medicare Part D coverage for pharma product
We assisted a pharmaceutical company in obtaining Medicare Part D coverage for its previously excluded product, using an integrated regulatory and legislative strategy.
Medical student placement litigation
We represented an alliance of medical colleges to affirm the validity of the medical student placement program that had been under attack in litigation and, after a successful legislative initiative, won dismissal of the lawsuit.
Merck ITC and District Court Litigation
Representation of Merck & Co. before the ITC and in the Eastern District of Virginia in cases involving Merck’s blockbuster NuvaRing® contraceptive product. After the first day of the evidentiary hearing, the complainant dismissed their ITC complaint and subsequently dismissed their district court complaint as well. Certain Vaginal Ring Birth Control Devices.
Merck Merger with Schering-Plough
Representation of Merck in its $41 billion merger with Schering-Plough.
Merck, Verizon, Spirits International, National Geographic, PBS, and Others before the United States Trademark Trial and Appeal Board
Representation of numerous clients, including Merck, Verizon, Spirits International, National Geographic Society, Public Broadcasting Services, M Financial, Promontory Financial Group, U.S. Soccer Federation, Lewis Brothers Bakeries and Rosie O’Donnell in opposition and cancellation proceedings before the United States Trademark Trial and Appeal Board.
Mexico-Based Multi-System Cable Operator in Joint Venture
Representation of a Mexico-based multi-system cable operator in a joint venture with a Mexico-based local and long-distance telecom company.
Microsoft as Defendant in Trademark Infringement Suit Concerning Keyword Advertising Practices
Representation of Microsoft as a defendant in trademark infringement suits challenging keyword advertising practices and alleging reverse confusion.
Microsoft Expatriate Issues
Advised Microsoft in relation to expatriate issues arising from post-acquisition integration with Nokia’s global mobile phone business.
Microsoft in Defeating Copyright Infringement Claims Concerning Bing
Representation of Microsoft in defeating copyright infringement claims concerning Bing search engine at pleading stage. Blues Destiny v. Microsoft Corp. (N.D. Fla. 2010).
Microsoft on Internet Protocol Television Issues
Advised Microsoft on Internet Protocol Television issues, including testimony before Congress, appearances at the FCC, and industry negotiations, and advised on industry negotiations to encourage movie studios and the cable industry to use their digital rights management technology for distributing movie and other content over the Internet.
Microsoft public policy and government affairs
Microsoft wanted assistance with legal, public policy, and strategic issues. We support Microsoft on a wide array of policy and legislative issues, including privacy, national security, immigration, tax, and telecommunications, and assist them in gathering political intelligence and advocating before Congress and federal agencies.
Microsoft Nokia employee integration
Assisted Microsoft with the integration of approximately 32,000 Nokia employees across 60 countries, following Microsoft’s acquisition of Nokia’s devices and services business.
Microsoft Technology Patent Litigation
Representation of Microsoft in patent litigation matters involving a variety of software and related technologies, including obtaining a transfer out of the Eastern District of Texas in a case relating to video conversion technology.
Middle East Trade Sanction Programs Impact Advice
A multinational oil and gas company in advising on the impact of Middle East trade sanctions programs on technology licensing arrangements and the broader operation of affiliates and joint ventures incorporated outside the United States.
Microsoft, Verizon, AAA, and Others in UDRP Domain Name Proceedings
Representation of numerous clients, including Microsoft, Verizon, New Skies Satellites, LIN Television, American Automobile Association and Ourisman Dodge in UDRP domain name proceedings.
Million Dollar Recovery in Insurance Claim
An oil refinery in a significant business interruption insurance claim that resulted in a multi-hundred million dollar recovery for the insured.
Montblanc and Coty in Trademark Infringement Suit
Representation of luxury goods makers Montblanc and Coty in trademark infringement litigation in federal district and appellate courts resulting in injunctive relief against unauthorized sellers of imported gray market goods.
Mubadala Development Company investments
Represent Mubadala Development Company and its portfolio companies, such as the semiconductor company GLOBALFOUNDRIES, on CFIUS and related advice in connection with potential acquisitions in the United States, including the company’s investment in Advanced Micro Devices.
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.
Multi-million dollar trial win
Won a multi-million dollar trial verdict for a government contractor arising from the en masse departure of 25 employees from the contractor to a competitor. The verdict was affirmed on appeal.
National Geographic Society in Two Trademark Matters
Representation of National Geographic Society in the United States District Court for the District of Massachusetts against claims of infringement of an alleged family of ZONE marks asserted by the author of a series of ZONE books on health and nutrition; and in an opposition proceeding before the U.S. Trademark Trial and Appeal Board, claiming that applicant's EXPLORE CHANNEL mark is likely to cause confusion with National Geographic's EXPLORER marks.
Navigating regulatory challenges for international investments
We advised a young exploration and production company on mitigating above-ground risk, preserving $4 billion in value in a Western African company, and navigating legal and policy issues surrounding hydrocarbon exploration and development in a non-self-governing territory.
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.
Natural Gas Sale Profiteering Investigations
A large electrical generation company in an investigation by FERC and state authorities into profiteering in the sale of natural gas in New England during January 2004.
NBA Properties and NBA Member Teams in Trademark Litigation Concerning the DREAM TEAM Mark
Representation of NBA Properties and the NBA member teams in trademark litigation concerning the DREAM TEAM mark in the United States District Court for the Eastern District of Missouri, and also in anti-counterfeiting litigation concerning other NBA marks brought in the United States District Court for the District of Columbia against purveyors of counterfeit NBA merchandise in connection with an NBA All-Star game.
Negotiate Consent Decree for Alleged eWaste Violations
Negotiated a very favorable settlement of alleged eWaste recycling violations for client by raising constitutional defects in statute.
Negotiate Settlement of Enforcement Matters
Advise two construction companies regarding successful settlement of OSHA citations in employee death cases.
Negotiation and implementation of agreements
Negotiating and implementing employment, separation, and consulting agreements on behalf of employers and executives. We have also designed and adapted executive retirement and other deferred compensation programs to comply with Section 409A and other complex tax rules in a practical way.
NEPA Statutory Exemptions
Advise client on various categories and types of statutory exemptions from NEPA.
New Animal Health Business Development
Assist client in designing, planning, and establishing a significant new animal health business.
New investment options under section 401(k) plan
Advised a public company on the addition of new investment options under a section 401(k) plan covering more than 250,000 participants, and a Fortune 50 company on a ground-breaking transaction to add a guaranteed minimum withdrawal investment option to its $15 billion section 401(k) plan.
New Source Review Permit Application and Successful Defense
Assist petroleum refiner with applying for and obtaining a New Source Review permit for a refinery expansion; successfully defend the permit in an administrative appeal.
NFL CBA Arbitrations
Represented the NFL in a host of arbitrations under the NFL collective bargaining agreements, including the disputes regarding the Jimmy Graham Franchise Tender, the Drew Brees Franchise Tender, the Michael Vick, Plaxico Burress, and Larry Johnson salary forfeitures, and the Washington Redskins/Dallas Cowboys salary cap reallocation.
NFL Eligibility Rules
Successfully defended the NFL’s college draft eligibility rules from antitrust challenge in Clarett v. NFL (2d Cir.) and in separate litigation secured recovery from insurers for the firm’s defense costs in the antitrust litigation.
NFL Financings
Advised the NFL on its multi-billion dollar league-wide credit facilities, consisting of a revolving credit facility and multiple term note offerings. Over 20 NFL teams participate in these facilities, which are negotiated by the NFL on behalf of its member clubs and allow participating clubs to obtain financing on favorable terms through a structured arrangement that gives lenders priority access to the teams’ share of national television revenues and which is otherwise secured by a pledge of all of the assets of each participating club.
NFL in $17 Billion, 8-Year U.S. Programming Agreements
Representation of the National Football League in its $17 billion, 8-year U.S. network television programming agreements and in its agreements with AOL, SportsLine.com and others for the joint production of the official NFL websites.
NFL in $18 Billion Eight-Year Programming Agreements
The National Football League in negotiating its $18 billion eight-year programming agreements with ABC, CBS and Fox Television, its interactive media rights/online cross-promotion and marketing agreement with AOL, CBS and Sportsline.com, and its international content distribution deal with Yahoo!
NFL in Antitrust Challenge to NFL “Sunday Ticket” Broadcast Arrangements
Defending NFL in multi-district class action antitrust challenges to its broadcast distribution arrangements for out-of-market games (In re Sunday Ticket Antitrust Litigation).
NFL in Antitrust Challenge to Trademark Licensing Arrangements
Defending NFL in class action and direct antitrust challenges to its trademark licensing arrangements (American Needle v. NFL and Dang v. NFL).
NFL in copyright infringement action
Represented the National Football League in a copyright infringement action against a satellite carrier, successfully obtaining statutory damages and a permanent injunction prohibiting satellite retransmission of game telecasts originating in the United States to locations outside the United States.
NFL in Copyright Registration and Combatting Unauthorized Retransmission
Assist the National Football League in registering copyright and combatting the unauthorized retransmission and public performance of NFL game telecasts over the internet.
NFL in Dismissal of Antitrust Complaint
Won dismissal of a class action antitrust complaint alleging conspiracy to restrain market for “likenesses” of former NFL football players (Washington v. National Football League).
NFL in Multiple Federal Court Cases
Representation of the National Football League in multiple federal court cases to enjoin the unauthorized retransmission and public performance of NFL game telecasts across U.S. borders via satellite and the Internet and within U.S. borders where games are locally blacked-out, or otherwise unauthorized.
NFL Likeness Licensing Class Action Antitrust Suit
Represented the NFL in securing the dismissal of class action claims brought by retired players alleging a conspiracy to restrain a market for the sale of their images and likenesses.
NFL in the renewal of Motorola's sideline sponsorship
Represented the NFL in the renewal of Motorola’s sideline sponsorship with the NFL for coaches’ headsets and other wireless equipment. Covington helped the NFL define the rules—and the scope of the covered business category—to ensure a win for both sides.
NFL Summary Judgment for Case Alleging Breach of Duties
Secured the dismissal, affirmed on appeal, of claims that the League had breached certain duties to players who had lost substantial sums as the result of fraud by an investment advisor.
NHL Digital Rights and Related Transactions with MLB Advanced Media
Represented the NHL in connection with entry into a six-year digital rights partnership under which the NHL licensed to MLB Advanced Media (MLBAM) rights to distribute the NHL’s out-of-market subscription packages, digital and online properties, and related rights, and in connection with negotiations for an equity stake in a to-be-formed tech company that is expected to be created by MLBAM.
NHL in connection with naming rights of Bell Centre in Montreal
Represented the NHL in connection with the Montreal Canadians' securitization of naming rights revenues for Bell Centre in Montreal.
NHL on $5 Billion Canadian Broadcast Rights Deal
Advised the National Hockey League in negotiating its twelve-year, C$5.2 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and the Stanley Cup Final, in Canada.
NHL on Domestic and International Tax Issues
Represented the NHL on domestic and cross-border tax, corporate, and intellectual property issues related to the creation of the NHL Network, and, separately, to the NHL’s increasing business activity outside North America.
Nike stadium sponsorship transactions and associated sports apparel merchandizing agreements
Negotiated on behalf of Nike on stadium sponsorship transactions and associated sports apparel merchandizing agreements involving F.C. Internazionale Milano, the Football Union of Russia, and the Cardiff Rugby Football Club.
Nine-Figure Resolution for Widespread Cleanup
An energy company in obtaining a global nine-figure resolution from its historic CGL insurers for widespread environmental cleanup liabilities at refineries and other operational sites.
No-Change Audits for Sports Leagues and Affiliates
Secured “no change” letters in income tax audits of two sports leagues and three leagues’ for-profit affiliates (five separate audits).
NFL and Other Professional Sports Leagues Regarding Tax-Exempt Status
Representation of the NFL and other sports leagues in tax, corporate, legislative, and PR matters related to the relinquishment of their tax-exempt status. Projects involved tax planning, meetings with IRS executives and members of Congress, and coordination of audit defense strategy.
Non-public FERC Enforcement Investigation
Represent an investment bank in a non-public FERC Enforcement investigation of alleged manipulation of electricity markets with respect to the bidding of electric generation into certain RTO markets.
NPDES Permit Treatment Limits
Advise client regarding NPDES permit treatment limits and the process for setting such limits where multiple pollutants and treatment technologies are at issue.
NRCC internal embezzlement investigation
Conducted an internal investigation for the National Republican Congressional Committee (NRCC) concerning a massive embezzlement scheme by its treasurer. We also represented the NRCC successfully in subsequent FEC and DOJ investigations.
NTSB investigation
Representing Asiana Airlines in a National Transportation Safety Board (NTSB) investigation into the Asiana Airlines Flight 214 accident at San Francisco Airport.
Numerous amicus briefs on behalf of The ERISA Industry Committee
Filed amicus briefs on behalf of The ERISA Industry Committee in a variety of other groundbreaking cases, including Black & Decker v. Nord, 538 U.S. 822 (2003); Lockheed Corp. v. Spink, 517 U.S. 882 (1996); Patterson v. Shumate, 504 U.S. 753 (1992); Hecker v. Deere & Co., 556 F.3d 575 (7th Cir. 2009); Langbecker v. Electronic Data Sys. Corp., 476 F.3d 299 (5th Cir. 2007); and Montesano v. Xerox Corp., 256 F. 3d 86 (2d Cir. 2001).
Numerous Clients in Managing U.S. and Global Trademark Portfolios
Advise on cutting edge trademark strategies, domain name, social media, and keyword advertising issues, manage U.S. and global portfolios, and provided trademark advisory and prosecution services to leading US and global brand owners, including: American Automobile Association (AAA); AOL, Inc.; Astelllas US; Business Software Alliance; Dale & Thomas Popcorn; Expedia, Inc.; FeraDyne Outdoors; German American Chambers of Commerce; Lewis Bakeries, Inc.; Merck & Co. Inc.; Microsoft Corporation; National Basketball Association; National Football League; National Geographic Society; National Hockey League; Public Broadcasting Service; Phi Beta Kappa Society; Promontory Financial Group; and U.S. Soccer Federation.
Obtained Dismissal with Prejudice of Two Cases Against Pharmaceutical Companies
Obtained dismissal with prejudice of two cases against pharmaceutical companies alleging false advertising, unfair competition, and fraud claims. Jarrett v. InterMune (9th Cir. 2011); Ostergard v. Adams Respiratory Therapeutics, Inc. (C.D. Cal. 2008).
Off-label promotion and reporting investigations
Representation of GlaxoSmithKline in global settlement of three investigations relating to off-label promotion, safety reporting and price reporting.
OEP Acquisition of Packaging Company
Represented One Equity Partners (OEP), the private equity fund, in connection with the acquisition of a minority interest in Grupo Phoenix, a consumer goods packaging company with operations in Colombia, Venezuela, Mexico and the United States.
Off-shore Wind Farm Permitting Process Advice
Provide advice to NRG Bluewater Wind concerning permitting process by federal agencies for off-shore wind farm off the coast of Delaware.
Online Lenders Alliance in CFPB Rulemaking
Representation of leading industry trade association of online lenders in responding to CFPB small dollar rulemaking.
Open Mobile Video Coalition to Facilitation and Promotion of Opportunities for 800 Television Stations
Representation of Open Mobile Video Coalition, consisting of some 800 television stations, which seeks to facilitate and promote mobile and portable video opportunities for broadcasters, equipment manufacturers and content suppliers.
OptiSolar Sale to First Solar
OptiSolar Inc. in the sale its project development business to First Solar, Inc. in an all-stock transaction valued at approximately $400 million.
Organic Photovoltaics Patent Infringement Litigation
Plextronics in patent infringement litigation with Konarka relating to organic photovoltaics.
Outbound IP Litigation
Representing Samsung Electronics in an IP litigation against Enterprise Systems Technologies and succeeded in persuading the Texas district court judge to stay the entire district court case.
Out Rage, LLC in Trademark Infringement Case
Representation of Out RAGE, LLC in a trademark infringement action against Barnett Outdoors, LLC in U.S. District Court in the Northern District of Georgia in connection with Barnett’s use of the RAGE trademark for a crossbow.
Outbound Investment
Advising Lenovo in securing approval from the Committee on Foreign Investment in the United States on its U.S. $2.3 billion acquisition of IBM's server business.
Outbound patent litigation
Defending a Korean memory chip maker in its suit involving seven patents relating to semiconductor manufacturing processes. As a result of our aggressive and strategic approach, the case settled well prior to trial on very favorable terms to our client.
Outbound mergers and acquisitions
Representing a very large Korea multinational company in its acquisition of an IT company located in North America.
Outside Tax Counsel to U.S. Securities Markets Coalition
Act as outside tax counsel to U.S. Securities Markets Coalition, which consists of all U.S. options exchanges and related entities. Our representation includes advising the coalition and its members on developments that affect the taxation of options and other financial products and advocating on behalf of the options industry before Congress, Treasury and the IRS. In the past year we have been actively engaged on behalf of the Coalition with respect to proposed tax legislation that would require all exchange-traded options to be marked to market (treated as sold) at year-end, and with respect to proposed regulations that would treat certain equity options as giving rise to deemed dividends subject to U.S. withholding tax.
PAC audit for multinational aerospace company
We conducted a PAC compliance audit and staff training for a global aerospace and defense company.
PAC compliance and training programs
For several large corporations, we developed and conducted federal PAC compliance and training programs, and have provided government ethics training to senior executives and company lobbyists.
Parachute Payments and Compensation Deductions
We have advised a number of companies on securing deductions for compensation paid to senior executives, and on potential adverse tax consequences from golden parachute payments.
Parfums Givenchy in Federal Court Litigation
Representation of Parfums Givenchy in federal court litigation to enjoin over 40 wholesalers and retailers from distributing gray market perfume products bearing copyrighted designs not authorized for importation into the United States.
Pay to play analyses
Conducted a detailed analysis of pay-to-play issues for a major pharmaceutical company and have obtained favorable advisory opinions from state regulators for a variety of our corporate clients.
PBS in False Advertising Claims Matters
Representation of Public Broadcasting Service (PBS) in a trial of false advertising claims brought by PBS challenging a video marketer’s use of the phrase “public television presents” in the Eastern District of Virginia.
PBS in Multiparty Litigation before Copyright Royalty Board
Representation of Public Broadcasting Service in multi-party litigation before the Copyright Royalty Board seeking to recover public television's share of more than $750 million in royalties paid by cable operators for the distant retransmission of broadcast programming.
PBS in Negotiations and Administrative Proceedings
Advise Public Broadcasting Service in negotiations and administrative proceedings relating to the distribution of statutory copyright royalties by the United States Copyright Office.
PBS in Proceedings Before FCC, U.S. Copyright Office, and Other Policy Settings
Representation of the Public Broadcasting Service (PBS) in proceedings before the FCC, U.S. Copyright Office and other policy settings, including with respect to the role and distribution of educational and other noncommercial media across the broadcast, online, mobile and other IP-based platforms.
PBS in Two Trademark-Related Matters
Representation of Public Broadcasting Services (PBS) in trademark litigation to recover the PBS.COM domain name in the United States District Court for the Eastern District of Virginia; and in an opposition proceeding before the U.S. Trademark Trial and Appeal Board, claiming that applicant's mark BE MORE RESPONSIBLE is likely to cause confusion with PBS's BE MORE mark.
PCI DSS Standards
Advised online retailers regarding compliance with the Payment Card Industry standards for the storage, processing, and transmission of credit cardholder data.
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.
Policy advice to COMPETE coalition
Advising COMPETE, a broad coalition whose members include Exelon, Sempra, TXU, Goldman Sachs, Wal-Mart, and National Grid on energy legislative, policy, and regulatory matters.
PCPC Outside Counsel
Serve as principal outside counsel to the Personal Care Products Council, attending Council meetings, preparing draft legislation and Congressional testimony, assisting in regulatory litigation, advising on all aspects of FDA regulation, and providing advice on a wide variety of trade association matters.
Policy advice to renewable energy coalition
We advised coalition of renewable energy project developers, venture capital firms, and investment banks on low-cost financing of clean energy. Drafted testimony, legislation, white papers and helped build coalition on and off the Hill to advance the issue.
Policy advice to the Executive Affairs Authority of Abu Dhabi
We provided policy advice to the Executive Affairs Authority of Abu Dhabi on how the Embassy in Washington, DC could be most effective in representing the UAE’s interests. In a follow-on project, we advised on factors to consider in establishing a business-oriented consulate on the West Coast of the United States.
Policy and Security Issues for Nuclear Energy Institute
Nuclear Energy Institute in connection with policy-related and security-related issues.
Political Advertising Issues for Multiple Clients
Advised on the full-range of political advertising issues, with clients ranging from candidates to political parties, to broadcast stations.
Polymer Regulation Under TSCA
Advise manufacturer regarding regulations of polymers under TSCA.
Potential Tort Liability and Mitigation Options for International Organization
Advise international organization regarding potential tort liability and mitigation options relating to preparation of a manual with information about labeling requirements.
Position Paper Concerning Potential Amendments
Assist the client in preparation of a position paper concerning potential amendments to anti-circumvention provisions of Section 1201 of the Digital Millennium Copyright Act and in preparation of comments to the Copyright Office on proposed exemptions to Section 1201.
Preparation of key industry comment letters
Advising the Securities Industry and Financial Markets Association, The Clearing House Association, American Bankers Association, and Global Financial Markets Association with respect to comment letters submitted in response to proposals from the Federal Reserve Board, Financial Stability Board, and other agencies affecting large systemically important financial institutions.
Prescription drug user privacy litigation
Advised a large pharmaceutical company in connection with litigation involving the alleged infringement of patient privacy by a pharmacy chain that collects personal information about prescription drug users.
“Price Trigger” Conditions Congressional Hearing Representation
An oil and gas company and its executive in connection with congressional hearing to examine absence of “price trigger” conditions on royalty relief for deepwater OCS leases.
Privacy audit
Advised numerous clients regarding the privacy implications of conducting an informal internal audit of certain foreign business practices at the request of the U.S. Securities and Exchange Commission.
Privacy issues related to patent data migration
Assisted another large pharmaceutical company in dealing with privacy issues resulting from the migration of patient data from a clinical study to a web based platform.
Privacy issues relating to clinical trials
Assisted several large pharmaceutical companies with a variety of privacy issues relating to clinical trials, further use of data and pharmacovigilance reporting.
Privacy, Libel, and Related Liability Issues
Advised on privacy, libel and related liability issues relating to user-generated content.
Private Equity Firms and Other Financial Investors in Broadcast Interests
Representation of private equity firms and other financial investors in connection with their broadcast media interests.
Procter & Gamble Advisory Opinion
The FEC found the members of the Board of Directors could contribute to the company’s PAC via deductions from quarterly payments.
Professional Sports Franchises in IRS Audits
Currently representing approximately a dozen professional sports franchises in IRS audits on issues including the Section 199 deduction, amortization of player bonuses, treatment of fringe benefits, and taxation of stadium operations.
Proposition 65 Labeling and Chemical Safe Harbor Levels
Represent Compañía Cervecera de Puerto Rico, Inc. (CCPR), in a lawsuit alleging that CCPR’s Malta India product contains the chemical 4-MEI in quantities above the safe harbor level, and that CCPR has failed to label Malta India products sold in California with the warning required by California’s Proposition 65.
Prysmian S.p.A. in Its Tender Offer for Draka Holding N.V.
Representation of Prysmian S.p.A., a global manufacturer of power transmission and telecommunications cable, in its $1.2 billion tender offer for cable and optical fiber manufacturer Draka Holding N.V.
Promotional Materials SOPs and Guidelines
Assist medical device manufacturer with drafting of standard operating procedures (SOPs) and guidelines for the creation, review, and use of promotional materials.
Public Affairs compliance review for financial institution
On behalf of a major financial institution, conducted a public affairs department compliance review and provided recommendations on structural changes to improve compliance practices, as well as process changes to avoid compliance risks.
Public policy support for companies bidding on international infrastructure projects
A major U.S.-based infrastructure company turned to us for help bidding for contracts on major infrastructure projects in Bahrain and Egypt. Through our contacts with high-ranking embassy officials, we ensured our client’s bids received fair and equal treatment and consideration in the tender process, and we helped the client secure the contracts it was pursuing.
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.
Public policy support for companies facing criminal investigations
A company facing a criminal investigation in Latin America turned to us for legal and policy advice.
Race and national origin discrimination jury trial win
Won a jury trial for a major credit card firm, defending claims based on race and national origin discrimination; and he obtained an award of $265,000 in attorneys' fees against the law firm of plaintiff's counsel.
RCRA Status and De-Listing Hazardous Waste
Advise fertilizer manufacturer on the RCRA status of various waste streams and the process for de-listing hazardous waste under RCRA.
Refining and Marketing Joint Venture Antitrust Challenge
American Petroleum Institute as an amicus curiae in a U.S. Supreme Court case concerning an antitrust challenge to a refining and marketing joint venture.
Regulation of Antique Ivory under the Endangered Species Act
Advise clients and submit comments regarding proposed rule changes regarding the African Elephant Conservation Act, Director’s Order 210, and related questions under the Endangered Species Act relating to regulation of antique ivory.
Regulatory and Legislative Guidance in Start-Up Formation
Guidance in the formation of nanotechnology start-up company regarding regulatory and policy issues for its core technology and downstream applications.
Regulatory requirements for domestic and international derivatives activities
Advise multiple derivatives market participants, including energy company end-users, regarding the regulatory requirements for domestic and international derivatives activities, specifically the analysis of whether financial products are “swaps” under Dodd-Frank, the analysis of whether a market participant satisfies the CFTC’s swap dealer registration requirements and the application of the CFTC’s guidance on the cross-border application of Dodd-Frank on the market participant’s derivatives activities.
Reinstating Medicaid coverage
We assisted several pharmaceutical manufacturers in reinstating Medicaid coverage for products dropped from the program by the Centers for Medicare & Medicaid Services (CMS).
Reliance Infocomm Limited in $750 Million Financing
Represented Reliance Infocomm Limited in connection with its $750 million financing from the Export-Import Bank of the United States and Export Development Canada. The financing was provided to assist Reliance Infocomm in building a state of the art telecommunications infrastructure for India -- the largest and most complex information and communications technology initiative in the world. The definitive documents for the facility were entered into in December 2004 and the facility was drawn on in March 2005. The facility was the largest telecom installations loan for any company world-wide in 2004.
Repatriation of Foreign Cash to the United States
Advised multiple U.S. multinationals on structuring billion dollar tax efficient repatriations. We advised on numerous U.S. tax issues including section 956 (deemed loan provision), debt equity, economic substance, step transaction, subpart F, accounting period changes, and tax elections.
Represent Microsoft in anticompetitive patent complaint against Motorola Mobility
Representation of Microsoft in connection with its complaint regarding the anticompetitive patent licensing practices of Motorola Mobility.
Represent Silicon Valley Company in Insurance Recovery Matter
Representation of a major Silicon Valley company in seeking insurance for substantial losses arising out of computer fraud schemes.
Altice’s $18 Billion Cablevision Acquisition
Representation of Altice N.V. in its $18 billion acquisition of Cablevision Systems Corporation, which will make Altice the 4th largest U.S. cable operator with approximately 4.5 million customers.
Representation of Citigroup in Multiple Divestments in Mexico and Central America
Represented Citigroup in connection with the disposition of its 16% ownership stake in Grupo Aeroméxico SAB and in the sale of its controlling interest in AFP Confía, a pension management company in El Salvador, to Inversiones Atlántida, S.A., a financial holding company in Honduras. We also advised Citigroup and its Mexican affiliate, Grupo Financiero Banamex, in the sale to an affiliate of EVO Payments International of Banamex’s merchant acquiring business. All three transactions were completed in 2015.
Representation of Coalition of Oil and Gas Companies in Efforts to Pursue California Offshore Oil and Gas Leases
A coalition of eleven oil and gas companies whose efforts to pursue development of their California offshore oil and gas leases were thwarted by the federal government, recovering more than $1.0 billion, including judgment after trial on complex geological and reservoir engineering issues.
Representation of Sony Music Entertainment in IP related claims
Represent Sony Music Entertainment in matter involving contract and intellectual property claims by former music manager regarding 70’s rock act.
Represented a company in DOJ investigation of employee recruiting
Represented company in DOJ investigation of employee recruiting practices.
Represented a major U.S. transportation company in DOJ investigation
Represented a major U.S. transportation company in a DOJ investigation with no action taken against our client.
Represented a tech firm in FTC investigation of a standard setting organization
Represented technology firm in connection with a FTC investigation of a standard setting organization.
Represented major financial services company in FTC investigation
Represented a major financial services company in an investigation by the FTC of alleged exclusionary conduct with no action being taken against our client.
Represented Weyerhaeuser Company on $2.65 billion acquisition and integration
Represented Weyerhaeuser Company on the $2.65 billion acquisition and subsequent integration of an LLC that held a controlling interest in another timber REIT, including multiple associated stock and debt issuances totaling over $2 billion by Weyerhaeuser and subsequent integration of operations. Tax advice included structuring, negotiating and drafting agreements, and disclosure. U.S. tax issues included REIT qualification, tax basis step-up, and tax consequences for non-U.S. shareholders of the target.
Represented Weyerhaeuser Company on $2.7 billion distribution and merger
Advised Weyerhaeuser Company on the U.S. tax aspects of its $2.7 billion distribution of its home building business and merger of that business with Tri Point. Provided all U.S. tax advice including structuring, negotiating and drafting agreements and disclosures.
Resolved tax and fiduciary issues
Resolved tax and fiduciary issues in connection with the proposed consolidation of more than $1 billion in assets held in separate voluntary employees’ beneficiary associations.
NFL on DirecTV Deal
Representation of the National Football League in connection with its deal to extend DirecTV's exclusive rights to carry NFL Sunday Ticket in a multi-year agreement.
Resolution of copyright infringement matter for international video game publisher
Represented international video game publisher in copyright infringement claims by major record labels and publishing companies regarding licensing of sound recordings and compositions. Successfully resolved all claims without litigation.
Sony BMG Music Entertainment Class Action
Represented Sony BMG Music Entertainment in a class action lawsuit brought by the Allman Brothers Band and Cheap Trick on behalf of all artists whose contracts pre-date the era of digital downloaded music. Sony BMG pays the artists under the applicable royalty rate for album sales at brick-and-mortar record stores, while the artists claim that Sony BMG should be paying a much greater royalty rate for downloaded music.
Responding to a Congressional Inquiry
We represented a regional bank in responding to a congressional inquiry relating to a data breach.
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.
Restrictions and Requirements on Borates in Eye Care Products
Provided regulatory and strategic advice to Johnson & Johnson on possible EU REACH restrictions and prior authorization requirements on the use of borates in eye care products.
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.
Retail Competition and Customer Choice Related Proceedings before Public Utility Commission of Ohio
COMPETE in intervening and participating in major proceedings brought by Duke Ohio and AEP before the Public Utility Commission of Ohio regarding retail competition and customer choice.
Reversal of FDA denial of period of exclusivity
Representation of Amarin in the first known reversal of an FDA denial of a 5-year period of new chemical entity (NCE) exclusivity since the enactment of the Hatch-Waxman Amendments in 1984, in connection with Amarin’s Vascepa drug for lowering triglyceride levels.
Review of the right to monitor Internet and electronic communications
Conducted a pan-European and selective US survey of laws and regulations affecting an employer’s right to monitor employee’s Internet use and review electronic communications. We have also advised numerous clients on the law governing call recording and access to (and disclosure of) employee e-mail, including in connection with several personal crises and actions.
Revisions to Regulations under Clean Water Act
Representation of Chemical Manufacturers Association, now the American Chemistry Council, in connection with EPA revisions to the NPDES and pretreatment regulations under the Clean Water Act. The litigation and negotiations with EPA resulted in substantial changes in these regulations.
Ringling Bros. in Petition for Certiorari to the United States Supreme Court
Representation of Ringling Bros. in a petition for certiorari to the United States Supreme Court in an important trademark dilution case involving the mark THE GREATEST SNOW ON EARTH.
Rooster Teeth Productions, Inc. in License Agreement
Rooster Teeth Productions, Inc., a company that produces animated shorts, in connection with a license agreement.
Rocket Engineer Manufacturer “Treatment”
Advise rocket engine manufacturer on the scope of what constitutes “treatment” regulated by EPA under RCRA.
Rosie O'Donnell in Action in U.S. District Court for the District of Oregon
Representation of Rosie O’Donnell in an action in the United States District Court for the District of Oregon asserting trademark and right of publicity claims based on the ROSIE name and logo against a radio station using ROSIE as the station name and a very similar logo.
Sale of $128 million pension fund
Represented a U.S. public company in the sale of its pension fund’s $128 million portfolio of private equity interests.
RREEF in its leasing activities
Advise RREEF in its leasing activities as landlord of a portfolio of office and industrial buildings in northern Virginia, including preparation, negotiation and advice with regard to over 100 leases in the past few years.
Salix Pharmaceuticals in $2.6 Billion of Santarus, Inc.
Representation of Salix Pharmaceuticals, Ltd. in its acquisition of Santarus, Inc. for a total value of approximately $2.6 billion. The transaction closed on January 2, 2014. According to Carolyn Logan, Salix President and Chief Executive Officer, “The acquisition of Santarus is a transformational event for Salix and an important milestone in our growth as the leading gastroenterology-focused specialty pharmaceutical company in the United States.”
Samsung Against CCP Systems in Copyright and Patent Infringement Suit
Representation of Samsung Electronics Co. Ltd., Samsung Electronics America, Inc., and Samsung Networks, Inc. against claims brought by CCP Systems alleging copyright and patent infringement filed in the District of New Jersey.
Samsung Electronics Patent Litigation
Representation of Samsung Electronics in numerous patent litigation matters in both U.S. District Courts and the U.S. International Trade Commission, involving technologies such as DLP televisions, LED’s, MLC flash memory, printer software, tablets and smartphones.
Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud-printing firm PrinterOn
Represented Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud-printing firm PrinterOn.
Samsung in Defeating Right of Publicity Action
Represented Samsung in defeating right of publicity action brought by Olympic athletes.
Samsung in Defending Copyright and Patent Claims
Representing Samsung in defending copyright and patent claims concerning printer software.
San Onofre Nuclear Generating Station Steam Generators Issues
Southern California Edison in connection with issues associated with the steam generators at San Onofre Nuclear Generating Station.
San Francisco 49ers in Antitrust Challenge to Ticket Policies
Defending 49ers in class action antitrust challenge to its policies governing the printing of pdf copies of game tickets (Kazemzadeh v. San Francisco 49ers).
SandRidge Energy Acquisition of Arena Resources
SandRidge Energy, Inc., a crude oil and natural gas exploration and production company, in its $1.6 billion acquisition of Arena Resources, Inc.
SandRidge Energy Acquisition of Dynamic Offshore Resources
SandRidge Energy, Inc., an oil and natural gas exploration and production company in its $1.2 billion acquisition of Dynamic Offshore Resources, LLC.
SandRidge Energy Initial Public Offering
SandRidge Energy, Inc. in its initial public offerings of three royalty trusts sponsored by SandRidge, with aggregate proceeds of $1.5 billion.
SandRidge Energy Sale to Sheridan Production Partners
SandRidge Energy, Inc., an oil and natural gas exploration and production company, in its $2.6 billion sale of Permian Basin properties in West Texas to Sheridan Production Partners.
SandRidge Energy Secured Revolving Credit Facility
SandRidge Energy, Inc., a natural gas and crude oil exploration and production company, in a $1.1 billion secured revolving credit facility.
Sanofi Aventis in Trademark Infringement and False Advertising Suit
Representation of sanofi aventis in a trademark infringement and false advertising suit involving its FERRLECIT product and Watson Pharmaceutical’s use and advertising of NULECIT.
Review of futures and swaps trading activity
Conduct real-time reviews of futures and swaps trading activity to verify compliance with internal hedging policies and CFTC regulations; prepare related response to the CFTC’s Division of Market Oversight special call request.
Satellite Provider in Seeking Broader Access to Markets in China, Mexico and Elsewhere
Representation of a satellite provider in seeking broader access to markets in China, Mexico and elsewhere, which allowed us to combine our trade and communications expertise.
Trial Win in Russian Media Corporate Control Dispute
After five-month bench trial, won verdict of nearly $30 million on behalf of New Media Holdings in multinational corporate control dispute over ownership of Ukrainian television network.
SEC Disclosure Issues and Inquiries from SEC's Office of Global Security Risk
Publicly traded oil and gas companies on SEC disclosure issues associated with dealings in U.S.-sanctioned markets and in responding to inquiries from SEC’s Office of Global Security Risk.
Secured a “No Change” Letter After a $1.1B Economic Substance Challenge
Secured a “no change” letter from the IRS Examination division after its challenge to the economic substance of a taxpayer’s $1.1 billion financing program.
Securing Labor Peace for the NFL
Defended the 2011 lockout against the antitrust claims in Brady v. NFL; negotiated a comprehensive 10-year CBA providing labor peace.
Securing U.S. government support for clients in bilateral negotiations
Several companies and individuals facing complex legal issues in jurisdictions abroad sought our help securing the U.S. government’s involvement in support of our clients’ positions. The bilateral, government-to-government engagement by senior U.S. officials with their counterparts in foreign governments has significantly strengthened our clients’ ability to influence outcomes in the foreign legal processes. Our activities have included efforts to ensure fair and unbiased regulatory decisions and initiatives to address unwarranted judicial or prosecutorial actions.
Serve as general outside counsel to the Council on International Educational Exchange
Served as general outside counsel to the Council on International Educational Exchange, which facilitates student exchange programs at the university-level in over 80 countries.
Settlement in trade secrets case
Achieved a favorable settlement on behalf of a telecommunications client filing a claim against a former employee accused of breaching post-employment restrictive covenants and confidentiality obligations, as well as misappropriating trade secrets.
Securities disclosures
With our colleagues in Covington’s securities practice, we have helped a number of companies disclose their executive compensation arrangements to investors. We have helped companies prepare their “Compensation Discussion & Analysis” disclosures and other filings, and we have counseled them when responding to follow-up requests from SEC staff.
Smart Grid and Demand Response Issues for Multiple Clients
Multiple clients on smart grid and demand response issues, including legislation and federal regulatory policies.
Smart Grid Company Acquisition
Smart grid technology company in connection with its acquisition by a Fortune 200 company.
Smelter Site Claimed Legacy Liability and State Agency Negotiations
Advise client regarding claimed legacy liability for multiple century-old smelter sites in the state of Kansas, and negotiate with state agency regarding same.
Smelter Site EPA 104(e) Request Response
Respond to EPA 104(e) request in connection with a century-old smelter site in Nevada, and successfully convinced EPA that another entity was responsible for the site.
Smith Electric Vehicles Financing
Smith Electric Vehicles Corp. in its $35 million Series C preferred stock financing; in its $40 million Series D preferred stock financing; and in a private placement of convertible senior notes.
Solar Integrated Technologies Acquisition by Energy Conversion Devices
Energy Conversion Devices, Inc. in its acquisition of Solar Integrated Technologies, Inc., an AIM-listed leading provider of building integrated photovoltaic roofing systems.
Solar Development Financing Activities for Green Lake Capital
Green Lake Capital in its solar development financing activities, including a pooled power purchase transaction covering six megawatts DC of distributed solar facilities located at municipal sites throughout California.
Sony Network Services' Negotiation of Agreement with Alltel
Sony Network Services in the negotiation of an agreement with Alltel, the U.S. mobile network operator, to provide the "StreamMan" personalized music service to Alltel's cellphone customers.
Special reports related to the European Securities and Markets Authority consultation process
Prepare special reports for FIA and FIA Europe related to the European Securities and Markets Authority consultation process for the implementation of Markets in Financial Instruments Directive and Markets in Financial Instruments Regulation.
Spin-Off of The Timken Company
Advised The Timken Company on the U.S. tax aspects of its $1.7 billion spin-off of its steel business. Advice included structuring, drafting agreements and disclosure, U.S. tax issues included spin qualification and attribute allocation.
Sports Leagues on Broadband Issues
Regularly advise the NFL on a range of broadband issues, from net neutrality to online privacy to compulsory copyright, and briefed the NBA on how the media landscape is changing, and how broadband is both a compliment and a threat to existing models.
State and local Super PAC
Provide election law and tax-exempt organizations law advice to a Super PAC operating at the state and local level in Illinois.
State Campaign Finance Advice to Major Corporation
Advising a large oil and gas company on state campaign finance laws.
State Department of Taxation Audits of Clubs Dropped
Persuaded a state Department of Taxation to reverse its long-held, industry-wide position regarding sports clubs’ apportionment methodologies and to consequently drop 14 separate club audits.
State health information privacy laws
Advising a multinational pharmaceutical company on state privacy issues relating to a vaccine outreach program.
State lobbying registration laws
Advise several major hedge funds on campaign finance and lobbying compliance issues, including state lobbying registration laws.
State of Louisiana
We assisted the State of Louisiana in securing amendment in the Patient Protection and Affordable Care Act to modify federal matching funds to reflect impact of Katrina on the State’s per capita income.
State Taxation of Visiting Players and Teams
Lobbying state governments and developing league-wide policies regarding the state taxation of visiting players and teams in almost every state in the country.
State Super PAC
Advise major state Super PACs in New York, New Jersey, and Pennsylvania on campaign finance and tax-exempt organization law issues.
Strategic advice for defense prime contractor regarding ground combat vehicles
We provide strategic advice and advocacy support before the Congress to a prime U.S. subsidiary of a non-U.S. defense contractor on matters involving ground combat vehicles.
Strategic advice in a land-holdings dispute
We advised and represented an agro-industrial client dealing with possible expropriation in Colombia of significant portions of its land-holdings.
Strategic advice to a defense contractor competing for a US Air Force contract
We advised a non-U.S. defense company on its legislative and executive branch strategy in its bid competition for a major U.S. Air Force weapons acquisition program.
Strategic advice to companies facing international regulatory challenges
A global chemical company is facing a World Health Organization (WHO) classification of one of its key products as “probably carcinogenic.” Recognizing that this finding is based on limited evidence and is in conflict with the conclusions of many national regulatory bodies that have analyzed this product and found it to be safe, the company asked us to help them develop a strategy to seek a public clarification from the U.N. organization.
Strategic advice to companies facing foreign investment challenges
A global U.S. manufacturing company asked us to develop a range of strategies to protect its investment in Venezuela.
Strategic advice to multinational corporations facing global market challenges
A global food and beverage company faces a variety of challenging legal and policy issues around the world, including international trade, market access, NGO activism, and multiple proposed restrictions to its ability to operate in the marketplace. We provide both domestic and global strategic counsel and advice and assist them in advancing their legislative and policy objectives.
Specialty Pharma cross-border licensing agreement
Salix Pharmaceuticals in its licensing agreement with Alfa Wasserman S.p.A., by which Salix has licensed rights in the United States and Canada to an extended intestinal release (EIR) formulation of rifaximin.
Strategies and Comments on EPAs Proposed Emissions Regulation
Advise client on development strategies and comments related to the U.S. Environmental Protection Agency’s proposed rulemaking to regulate power plant greenhouse gas emissions.
Structuring and Guidance on Multi-Faceted Sponsorship Arrangements
Helped structure and advise on multi-faceted sponsorship arrangements between pharmaceutical manufacturers and sports leagues.
Successful Challenge to Federal Renewable Fuel Standards Under the Clean Air Act
Represented the American Petroleum Institute in a challenge to federal renewable fuel standards under the Clean Air Act that resulted in the U.S. Court of Appeals for the District of Columbia Circuit ruling in favor of our client.
Success in federal copyright infringement lawsuit
Successfully defended 20th Century Fox Film Corporation and Chernin Entertainment in a federal copyright infringement lawsuit filed in the Central District of California. After extensive litigation, the case settled, with a complete walkaway and limit on future suits.
Successful Representation in Exploratory Well Plugging Litigation
An E&P company in litigation challenging an order requiring it to spend many millions of dollars to permanently plug an exploratory well on an offshore lease, winning an appellate decision vacating the order.
Successful representation of Public Television Stations in FCC matter
Represented the Association of Public Television Stations before the D.C. Circuit, in successfully defending an FCC order providing that public television stations may use their surplus digital capacity for commercial purposes, including non-broadcast advertisements.
Successful Resolution for Bockstar Technologies in an IPR Proceeding
Representation of Bockstar Technologies LLC as patent owner in an IPR proceeding brought by Cisco Systems Inc., challenging the validity of four patents related to routers, switches, and computerized telephony. Covington filed substantive initial responses for three of the four petitions. The PTAB rejected one of the petitions in its entirety, and instituted only as to a single patent claim in a second petition—effectively eliminating half of Cisco’s petitions at a single stroke. The proceedings were terminated shortly thereafter as part of a global settlement.
March 2021
As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our COVID-19 task force at COVID19@cov.com. Below is a compendium of resources ...
February 23, 2021, Global Policy Watch
On February 17, 2021, Senator Chuck Grassley (R-IA) and Brian Boynton, Acting Attorney General for the Department of Justice’s Civil Division, provided opening remarks at the Federal Bar Association’s annual Qui Tam Conference. Both emphasized the key role of the FCA in combating fraud against the Government, and noted an anticipated increase in FCA ...
February 22, 2021
NEW YORK—Covington represented Goodyear Tire & Rubber Company in the financing of its acquisition of Cooper Tire & Rubber Company, a deal valued at approximately $2.8 billion in cash and stock. Goodyear is one of the world's largest tire companies. It employs about 62,000 people and manufactures its products in 46 facilities in 21 countries around the ...
Covington Elects Two New Members to Management Committee
February 17, 2021
WASHINGTON—Covington partners have elected Phyllis Jones and Lisa Peets to the firm’s eight-member Management Committee, which includes three women, two of whom are women of color. Ms. Jones and Ms. Peets will serve four-year terms and work with other members of the committee in setting the firm’s strategy, overseeing the firm’s operations, supporting the firm’s ...
February 17, 2021
WASHINGTON—Covington advised Humacyte, Inc., in its merger with Alpha Healthcare Acquisition Corp., a special purpose acquisition company. The transaction implies a pre-money valuation of $800 million for Humacyte with existing Humacyte shareholders rolling over 100% of their equity into equity of the combined company. In connection with the execution of the ...
February 17, 2021, Covington Alert
The United States, Canada, and the United Kingdom have each taken significant actions in recent weeks in response to reports of oppression of Uyghurs and other ethnic minorities in the Xinjiang Uyghur Autonomous Region (XUAR) of China. As discussed in previous client alerts, the U.S. government has repeatedly stated that the Chinese government is engaged in ...
February 17, 2021
PALO ALTO—Covington advised Standard Cognition, which provides an autonomous checkout solution that can be quickly and easily installed in retailers’ existing stores, on its $150 million Series C funding led by SoftBank Vision Fund 2 with participation from existing investors CRV, EQT Ventures, and TI Platform Management, as well as new investors SK Networks, ...
More Women of Color Take On Big Law Leadership Roles
February 17, 2021, The American Lawyer
February 12, 2021, Global Policy Watch
On January 21, 2021, the European Commission opened two public consultations on the review of the EU Blood Directive and the EU Tissues and Cells Directive. Both Directives are more than fifteen years old, and their implementation diverges widely across the member states. The rules on human blood and tissue gain increasing importance for companies...… ...
February 9, 2021, Global Policy Watch
In a letter sent to newly confirmed Treasury Secretary Janet Yellen last Wednesday, Senators Sheldon Whitehouse and Elizabeth Warren called for renewed efforts to “rein in abuse by ‘dark money’ organizations” and urged Secretary Yellen to bolster the IRS’s “woefully inadequate” regulation and enforcement related to the political activity of 501(c)(4) social ...
Covington Advises Veritas on Cubic Acquisition
February 8, 2021
WASHINGTON—Covington is advising Veritas Capital on the acquisition of Cubic by Veritas and Evergreen Coast Capital for $2.8 billion. The transaction is expected to close during the second quarter of 2021. Cubic is a technology-driven provider of integrated solutions that increase situational understanding for transportation, defense C4ISR, and training ...
February 5, 2021, Global Policy Watch
After several weeks of negotiations proceeding in fits and starts, Senate Majority Leader Chuck Schumer and Minority Leader Mitch McConnell reached a power-sharing agreement governing the operation of the evenly divided Senate. As expected, the deal, which passed by voice vote, largely conforms to the agreement in place when the Senate was last evenly ...
February 4, 2021, Global Policy Watch
As a reminder, the UK Treasury (HMT) published its Consultation on the Second Phase of the Future Regulatory Framework Review (FRFR) in October 2020. The Consultation is open for input until 19 February 2021.The FRFR aims to set out how the UK’s financial services regulatory framework should change in light of the UK’s exit from...… Continue Reading
February 2, 2021, Global Policy Watch
The nullification of recent Trump Administration regulations is yet another item on the busy agenda for congressional Democrats in the 117th Congress. With Democrats holding both the presidency and narrow majorities in both chambers of Congress, some Democrats have advocated using the Congressional Review Act (CRA) to repeal Trump-era rules finalized after ...
Catherine Dargan Named a “Most Influential” Woman in M&A
February 1, 2021
WASHINGTON—Mergers & Acquisitions magazine has named Catherine Dargan as one of 2021’s “Top 25 Most Influential Women in Mid-Market M&A.” This special feature honors “consummate dealmakers who are also champions of change and powerful advocates for diversity, equity and inclusion.” This is the second year in a row that Ms. Dargan was singled out for this ...
January 29, 2021, Covington Alert
On January 20, 2021, U.S. presidential power transferred—peacefully—to Joseph R. Biden. Presidential transitions historically have brought near-term uncertainty for parties undertaking mergers and acquisitions in the United States, particularly transactions subject to review by the Committee on Foreign Investment in the United States (CFIUS). It typically takes ...
January 28, 2021
WASHINGTON—The Human Rights Campaign Foundation (HRC) has awarded Covington a perfect score of 100 percent for the thirteenth consecutive year on its Corporate Equality Index (CEI), a national benchmarking survey and report on corporate policies and practices related to LGBTQ workplace equality. “The firm continues to view diversity and inclusion as a key ...
January 28, 2021
NEW YORK—Covington advised on the Deal of the Year winner in the Private Equity category at the LatinFinance 2020 Deals of the Year Awards. Covington represented Abertis Infraestructuras, S.A., a Spanish toll road company, in its equity arrangement in connection with its joint acquisition with GIC Special Investment Pte. Ltd. of a controlling stake in Red de ...
January 28, 2021, Covington Alert
On January 25, 2021, President Biden issued a much-anticipated Executive Order announcing plans to strengthen the U.S. Government’s preference for domestically-sourced goods and services, including a proposal to tighten longstanding exceptions to domestic preference requirements. Executive Order 14005 on Ensuring the Future Is Made in All of America by All of ...
January 28, 2021
NEW YORK—Euromoney Legal Media Group recognized Jessica Beess und Chrostin as a Rising Star in the Commercial Arbitration category at its annual “Americas Rising Stars” Awards. Kate Mitchell-Tombras was shortlisted in the Antitrust and Competition category. Ms. Beess und Chrostin represents clients in administered and ad hoc international commercial arbitration, ...
January 27, 2021
WASHINGTON—Covington is advising Veritas Capital on the acquisition of Perspecta Inc. by Veritas portfolio company Peraton for $7.1 billion. The transaction is expected to close in the first half of 2021. Following closing, Perspecta will be combined with Peraton, a trusted provider of highly differentiated space, intelligence, cyber, defense, homeland security ...
January 26, 2021
WASHINGTON—The Deal named Catherine Dargan and Amy Wollensack among the “Top Women in Dealmaking” in its publication, The Dealmaker Quarterly. Comprising the top women in dealmaking as nominated by their peers, this year’s list identifies women who have displayed excellence in their respective legal fields including mergers and acquisitions, private equity, ...
Los Angeles Business Journal Names Ali Mojibi and Neema Sahni Minority Leaders of Influence
January 26, 2021
LOS ANGELES—The Los Angeles Business Journal has named Ali Mojibi and Neema Sahni to its ”Minority Leaders of Influence: Attorneys” list, a recognition of leading minority Los Angeles-based lawyers. Mr. Mojibi is a partner in Covington’s Los Angeles office. He serves as trial counsel for Fortune 500 and leading emerging companies, with a focus on patent, trade ...
January 26, 2021, The National Law Journal
Beth Brinkmann spoke with The National Law Journal about her previous role as Deputy Assistant Attorney General in the U.S. Department of Justice, Civil Division where she oversaw the Division’s nationwide appellate litigation. Ms. Brinkmann explained that, “The job provides the opportunity to represent countless federal agencies and officials and to handle a ...
January 25, 2021, PodBean
Ben Haley appeared on the ARC Insider podcast to share his insights on the impact of the U.S. Presidential election on Africa.
January 22, 2021, Covington Alert
On January 19, 2021, the Department of Commerce (“Commerce”) published an Interim Final Rule to implement provisions of Executive Order 13873, “Executive Order on Securing the Information and Communications Technology and Services Supply Chain” (May 15, 2019) (the “ICTS Order”). Unless suspended by the Biden Administration, the Rule will go into effect 60 days ...
January 22, 2021
WASHINGTON / SAN FRANCISCO— The BTI Consulting Group has named Covington lawyers James Garland, Corinne Goldstein, Benedict Lenhart, Peter Lichtenbaum, Clara Shin, and Sarah Wilson to its 2020 “Client Service All-Stars” list, which recognizes “attorneys who stand above all the others in delivering the absolute best in client service.” Mr. Garland, based in ...
A Tale of Two Executive Orders: Biden and Trump Ethics Commitments for Executive Branch Personnel
January 22, 2021, Covington Alert
The ethics rules that apply to Presidential appointees shifted Wednesday, in some ways significantly, as President Biden, just hours after being sworn in, signed an “Executive Order on Ethics Commitments by Executive Branch Personnel” and President Trump, just hours before his term expired, revoked his Executive Order on Ethics. This alert summarizes the key ...
January 19, 2021, Global Policy Watch
Reconciliation is a process under the Congressional Budget Act of 1974 (CBA) that allows Congress to implement budget priorities affecting direct spending, revenues, and the debt limit using expedited procedures. The principal benefit to using reconciliation is that a reconciliation bill cannot be filibustered in the Senate. As a result, it takes only a ...
January 15, 2021, Global Policy Watch
On January 4, 2021, the narrowed Democratic majority in the House of Representatives passed, in a party-line vote, a set of rules governing the House for the 117th Congress. While the House, unlike the Senate, has to approve its rules every Congress, the rules stay generally consistent from Congress-to-Congress, with more significant amendments often coming...… ...
January 14, 2021
NEW YORK—Latinvex has included Covington among its 2020 Top Latin America M&A Advisors. Within the rankings, Covington had the most M&A deals among firms that do not have offices in Latin America. Covington’s Latin America practice draws on a dedicated team of lawyers and advisors who are experienced in dealing with local legal institutions and business ...
January 14, 2021, Law360
William Massey is quoted in Law360 regarding expectations of the Federal Energy Regulatory Commission under a Biden Administration. Mr. Massey says, “I would expect the Democrats to ask FERC to take a somewhat more assertive role in taking greenhouse gas emissions into account in certificating pipelines and structuring the wholesale markets, and respecting state ...
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 12, 2021, Global Policy Watch
After the election of two Democratic Senate candidates in the Georgia runoff elections on January 5, 2021, the Senate this year will be equally divided between 50 Democratic Senators (and those caucusing with them) and 50 Republican Senators. Governing in an equally divided Senate presents several challenges regarding the internal rules of the Senate, the...… ...
January 11, 2021, Covington Alert
After the election of two Democratic Senate candidates in the Georgia runoff elections on January 5, 2021, the Senate this year will be equally divided between 50 Democratic Senators (and those caucusing with them) and 50 Republican Senators. Governing in an equally divided Senate presents several challenges regarding the internal rules of the Senate, the makeup ...
January 6, 2021, Commercial Dispute Resolution
Louise Freeman spoke with Commercial Dispute Resolution about the UK Supreme Court’s judgment in Mastercard v. Merricks, a decision with implications for the country’s class actions regime. Ms. Freeman says that the decision “breathes new life into the class action regime, under which no classes have been certified since it was introduced in 2015.” The ...
January 6, 2021, MedTech Insight
Scott Danzis is quoted in MedTech Insight regarding the FDA’s final guidance on its new Safer Technologies Program for Medical Devices (STeP) program, which is intended to provide additional support to developers of medical devices that significantly improve on existing products. Mr. Danzis says that STeP is a "welcome complement" to the FDA's Breakthrough ...
January 6, 2021
NEW YORK—Covington represented Ascension Health Alliance and TowerBrook Capital Partners L.P., joint owners of an investment vehicle, in an agreement with R1 RCM Inc., a provider of technology-enabled revenue cycle management services to healthcare workers, for the conversion of the 8% Series A Convertible Preferred Stock held by the joint investment vehicle to ...
January 5, 2021, Global Policy Watch
On January 1, 2021, the Senate voted to override President Trump’s veto of the National Defense Authorization Act (the “NDAA” or “Act”), which includes over 200 pages of significant reforms to the Bank Secrecy Act (“BSA”) and other anti-money laundering (“AML”) laws that have been working their way through Congress for several years. The Senate’s...… Continue ...
January 5, 2021, Global Policy Watch
As the calendar turns from 2020 to 2021, we are taking stock of congressional investigations over the past two years, and assessing events in the recent weeks that help to shed light on the likely trajectory for congressional investigations in 2021. In late October, we considered congressional investigations in the context of the upcoming election. We...… ...
January 4, 2021, Covington Alert
On December 27, 2020, the Consolidated Appropriations Act of 2021 was signed into law.[1] Nestled among the much-publicized $2.3 trillion package for COVID-19 relief and appropriations are three significant reforms to copyright and trademark law. Here is what you need to know. 1. Trademark Modernization Act (“TMA”): Codified Presumption of Irreparable Harm, ...
January 4, 2021, Bloomberg Law
Micaela McMurrough is quoted in Bloomberg Law regarding a new law setting cybersecurity standards for Internet of Things devices that federal agencies buy. Ms. McMurrough says “The statute leverages the purchasing power of the federal government to raise the floor on IoT device cybersecurity.”
5 Litigation Areas For Banks To Watch In 2021
January 3, 2021, Law360
Jean Veta spoke with Law360 about the fallout from the Paycheck Protection Program fraud. Ms. Veta says 2021 could be the year that the federal government broadens its pursuit of PPP fraudsters to include the banks and other lenders that served them. Although the program did not require financial institutions to rigorously vet PPP loan applicants. Some banks ...
Climate Regs Expected To Lead CFTC Policy Agenda In 2021
January 3, 2021, Law360
Anne Termine spoke with Law360 about the U.S. Commodity Futures Trading Commission’s expected focus on mitigating climate risks in 2021. Ms. Termine says, “A lot of it requires action outside of the CFTC, but I think the agency is ready to join in on discussion and provide regulations for their registered entities as necessary.”
Top Telecom Developments To Watch In 2021
January 3, 2021, Law360
Jennifer Johnson spoke with Law360 about the FCC’s spectrum sharing decision. Ms. Johnson says spectrum reorganization efforts are a prime area for cooperation in an evenly split FCC. “The expectation going forward under a Biden administration would be that there would be more coordination, and we'd be less likely to see those interagency disputes. There's ...
Cybersecurity And Privacy Policy To Watch In 2021
January 3, 2021, Law360
Lindsey Tonsager and Kurt Wimmer are quoted in Law360 regarding the major cybersecurity and privacy policy issues to watch in 2021. Ms. Tonsager spoke about the ramp up in California Consumer Privacy Act enforcement. She says, “The agency [California Privacy Protection Agency] will have the broadest authority in the country to issue regulations on topics like ...
Top Gov't Contracts Cases To Watch In 2021
January 3, 2021, Law360
Dan Russell spoke with Law360 about derivative sovereign immunity for a government contractor claiming to have acted on behalf of U.S. instruction. What's at stake is whether federal contractors facing similar claims have a quick route for potentially cutting off a suit, or face years of often-complex litigation, according to Mr. Russell. “The reason why ...
Energy Regulation And Legislation To Watch In 2021
January 3, 2021, Law360
Mark Perlis is quoted in Law360 regarding the implementation of FERC's small-scale clean energy rule. Mr. Perlis says putting together implementation plans will be a delicate dance between parties including DER providers, utilities, state regulators, and regional grid operators. “Then the rule itself gives the states certain levers, and it will be interesting to ...
Gov't Contracts Policies To Watch In 2021
January 3, 2021, Law360
Sandy Hoe is quoted in Law360 regarding the FAR Council's proposed amendment to the Buy American Rules to increase the price penalties for purchasing nondomestic products. Mr. Hoe says that increase could draw a reaction from other countries if their companies find it more difficult to participate in U.S. deals. There could be “some equally domestic-favoring ...
Covington Assists Vectrus with Acquisition of Zenetex
December 30, 2020
WASHINGTON—Covington advised Vectrus on regulatory matters in its recently announced acquisition of Zenetex, a leading provider of technical and strategic solutions focused on enabling mission readiness, performance, and enhanced protection for defense and national security clients globally. The transaction is valued at approximately $112 million, net of $11 ...
December 23, 2020, Global Policy Watch
If your company delivers technical data to the Department of Defense, you should take a close look at the Federal Circuit’s decision issued yesterday in The Boeing Co. v. Secretary of the Air Force. The Court acknowledged that contractors may retain ownership and other interests in unlimited rights data, and it held that they may...… Continue Reading
December 23, 2020, Covington Alert
On December 21, 2020, the United States Department of Agriculture (USDA) released an Advanced Notice of Proposed Rulemaking (ANPR) to seek comment on a contemplated regulatory framework that, if finalized, would transition to USDA portions of the Food and Drug Administration’s (FDA’s) pre-existing animal biotechnology regulatory oversight. In particular, USDA ...
December 22, 2020, The Wall Street Journal
Anne Termine spoke with The Wall Street Journal about the CFTC’s enforcement actions against Vitol, a Swiss energy firm for bribery misconduct. The Vitol settlement lays the legal foundation for future foreign corruption cases by the CFTC. While the CFTC doesn't have statutory authority to enforce antibribery laws directly, the case introduces a theory for how ...
December 21, 2020
WASHINGTON—Covington is assisting Veritas Capital-backed Gainwell Technologies in its acquisition of HMS for approximately $3.4 billion. The transaction is expected to close in the first half of 2021. Veritas will look to optimize the HMS solution set across Gainwell and Veritas-backed Cotiviti, Inc. Gainwell will acquire the HMS capabilities focused on the ...
Prince Harry and Meghan Markle Strike Gold In Hollywood
December 19, 2020, The Daily Beast
Adrian Perry is quoted in The Daily Beast regarding Prince Harry and Meghan Markle’s deals with Spotify and Netflix. Mr. Perry says, “I can’t speak to the question of Meghan and Harry specifically. But for content producers that are newer to the entertainment world, and relatively unproven in the space, having that one hit show or movie will go a long way in ...
December 18, 2020, Food Safety News
December 18, 2020, Food Navigator
Brian Sylvester spoke with Food Navigator about the legal issues for food and beverage companies to watch in 2021. Mr. Sylvester says, “I expect cell-based meat to take center stage in the evolving food regulatory conversations occurring in the U.S. and around the world. Earlier this month, in a global first, Singapore greenlighted the first ever cell-based meat ...
December 18, 2020, Bloomberg Law
Top 5 Gov't Contracts Cases Of 2020: Year In Review
December 18, 2020, Law360
Kayleigh Scalzo is quoted in Law360 regarding the impact of COVID-19 on government contractors and how the Department of Housing and Urban Development could have assisted these companies. While protests related to COVID-19's impact on federal contracting had been expected, the exact context that the case came in was not, Ms. Scalzo says. “We probably all thought ...
December 17, 2020, Covington Alert
On December 10, 2020, the Supreme Court of the United States issued a decision in Rutledge v. Pharmaceutical Care Management Association holding that Arkansas’s Act 900, which regulates pharmacy benefit managers’ (“PBMs”) pharmacy reimbursement practices, is not pre-empted by the Employee Retirement Income Security Act of 1974 (“ERISA”). PBMs have long asserted ...
December 16, 2020, Covington Alert
On December 15, 2020, the Board of Directors of the Federal Deposit Insurance Corporation (“FDIC”) voted 3–1 to approve a final rule that significantly revises and clarifies the regulatory framework applicable to brokered deposits, under which less-than-well-capitalized insured depository institutions (“IDIs”) are generally prohibited from accepting funds ...
December 16, 2020, Covington Alert
On November 10, 2020, a New York federal court dismissed an insurer’s counterclaims that sought to estop a policyholder from recovering sums in excess of a policy sublimit that the insurer had allegedly procured through inequitable conduct. Pilkington North Am., Inc. v. Mitsui Sumitomo Ins. Co. of Am., 18 Civ. 8152 (JFK), No. 175 (S.D.N.Y. Nov. 10, 2020). The ...
Housing company cites ongoing lawsuit for halting discussions with military residents at Fort Meade, Md.
December 15, 2020, Stars and Stripes
Benjamin Block is quoted in Stars and Stripes regarding the firm’s pro bono representation of military families suing Corvias, a housing company responsible for maintaining the upkeep of on-base housing. Mr. Block says it is “very disappointing” that Corvias ended participation in discussions with residents about their concerns and blamed these families. “But, ...
December 15, 2020, Bloomberg Law
Peter Hutt II spoke with Bloomberg Law about Boeing’s attempt to recover $1 million the U.S. withheld in a Navy contract dispute. Mr. Hutt says the problem with the regulation Boeing is challenging “is its ‘heads-we-win, tails-you-lose’ approach that disadvantages contractors and systematically provides windfalls to the government.” He adds, “This one-sided ...
December 14, 2020, Covington Alert
On December 10th, the Antitrust Division of the U.S. Department of Justice announced its first criminal indictment targeting an alleged conspiracy to reduce employee wages. The DOJ charged the former owner of a therapist staffing company with conspiring to reduce pay rates for healthcare worker contractors, but did not charge the company itself. Specifically, ...
US to reform AML rules
December 14, 2020, Global Banking Regulation Review
Nikhil Gore is quoted in Global Banking Regulation Review regarding reform to the anti-money laundering framework as part of the National Defense Authorisation Act (NDAA), introducing a new beneficial ownership registration regime for shell companies. Mr. Gore says the beneficial ownership registry “helps make sure that banks, which are very much invested in ...
December 14, 2020, Inside Health Policy
Wade Ackerman spoke with Inside Health Policy about the HHS' decision to remove laboratory-developed tests from FDA oversight. Mr. Ackerman says laboratory-developed test regulation has long been a hot topic among stakeholders. “The pandemic put the nation's attention on testing, and the HHS' statement set in motion LDT regulation being an even more high-profile ...
IPM’s podcast: 2020 in review
December 11, 2020, Intellectual Property Magazine
Beth Brinkmann highlights top IP Supreme Court cases of the year. Beth also opines on what the passing of Justice Ruth Bader Ginsburg could mean for IP law in a podcast for Intellectual Property Magazine.
What You Can Do to Protect Your Dependent Care FSA Cash
December 11, 2020, The Wall Street Journal
Michael Chittenden is quoted in The Wall Street Journal regarding the options for excess FSA dependent-care spending. Mr. Chittenden says the best option is to find expenses to claim. There are strict limits on what expenses the IRS considers eligible, and employers and plan administrators don't have flexibility to alter the rules. Most importantly, expenses ...
Global Data Review Names Covington to The GDR 100 Elite
December 10, 2020
WASHINGTON—Global Data Review has named Covington to The GDR 100 Elite. The ranking profiles the top 20 firms with a broad international presence and a consistent track record of delivering cutting-edge advice to household name clients around the world, who between them handle the lion’s share of cross-border work in data privacy. The firms featured in The GDR ...
December 10, 2020, Covington Alert
This e-alert is part of a series of e-alerts summarizing publicly available FDA enforcement letters (i.e., warning letters and untitled letters) relating to the advertising and promotion of prescription drugs, medical devices, and biologics. In November, the Office of Prescription Drug Promotion (OPDP) posted the following untitled letter on FDA’s website: ...
The Hill's Top Lobbyists 2020
December 10, 2020, The Hill
The Hill has named Covington’s Holly Fechner, Muftiah McCartin, and Bill Wichterman to its annual “Top Lobbyists” list. The list recognizes Washington’s top policy experts and influencers voicing the concerns of the nation’s largest companies, labor unions, and associations in the nation’s capital. Named to the list for the eighth consecutive year, Ms. Fechner ...
Daily Journal Names Aaron Lewis and Dan Shallman Among Top California White Collar Lawyers
December 9, 2020
LOS ANGELES—The Daily Journal has named Aaron Lewis and Dan Shallman to its 2020 Top White Collar Lawyers list, a recognition of the leading California lawyers who specialize in white collar law. Mr. Lewis is a partner in Covington’s Los Angeles office and serves as vice chair of the firm’s White Collar Defense and Investigations Practice Group. He is frequently ...
December 9, 2020
NEW YORK / WASHINGTON—Variety has named Stuart Irvin and Adrian Perry to its 2020 Dealmakers Impact Report, recognizing "top negotiators that have kept Hollywood humming." Mr. Irvin is the founder of Covington’s video games and esports practice and works in the firm’s Washington, D.C. office. He is an international leader in the field of esports and advises game ...
The Hollywood Reporter Names Adrian Perry Among New York’s Top 20 Entertainment Lawyers
December 9, 2020
NEW YORK—The Hollywood Reporter has named Adrian Perry to its New York Power Lawyers 2020 list, a recognition spotlighting New York’s top 20 entertainment lawyers. Mr. Perry is a partner in Covington’s New York office and serves as co-chair of the firm’s Music Industry practice group. Representing sports leagues and teams, record companies, television ...
December 8, 2020, Bloomberg Law
Anne Termine is quoted in Bloomberg Law regarding the CFTC’s foreign bribery enforcement action against oil trader Vitol Inc. Ms. Termine says commodities traders “will likely sit up and take notice” of the Vitol settlement because of the expansive use of the CFTC’s powers to get at conduct that normally falls under anti-bribery laws. That “kitchen sink” ...
December 8, 2020, SCOTUSblog
Supreme Court argument tips, cracking the glass ceiling for hiring women in the Solicitor General's Office, and giving birth one day and winning a SCOTUS case the next -- hear these stories and more from Beth Brinkmann on SCOTUSblog’s podcast, “SCOTUS Spotlight.”
December 8, 2020, Law360
Anne Termine is quoted in Law360 regarding the CFTC’s vote to approve electronic trading rules. Ms. Termine says, “The electronic trading rule has been a long controversial one and one the industry is waiting for finality on. The bankruptcy rule is noteworthy because it is the first overhaul in an extremely long time.”
Covington Assists Veritas Capital with Federal IT and Mission Support Services Acquisition
December 8, 2020
WASHINGTON—Covington is assisting Veritas Capital and its portfolio company Peraton with their pending acquisition of the federal IT and mission support services business of Northrop Grumman for $3.4 billion. The transaction is expected to close in the first half of 2021. Peraton is a trusted provider of highly differentiated space, intelligence, cyber, defense, ...
December 7, 2020, S&P Global
Broderick Johnson is quoted in S&P Global regarding the challenges President-elect Biden will face with Congress. Mr. Johnson says, “We have seen such excessive partisanship and oftentimes a lot of ambiguity as to what the Trump administration would accept that it became an even more difficult environment in which to get anything done even with the COVID ...
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 ...
An IPO is when a company starts trading on a public exchange, offering investors a chance to get in on a hot new stock
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 4, 2020, Covington Alert
On November 30, 2020, emergency temporary COVID-19 workplace standards (“ETS”) issued by the California Division of Occupational Safety and Health (“Cal/OSHA”) took effect. The ETS, which requires stringent workplace protocols intended to curb the spread of COVID-19, applies to all California employers, other than those subject to the Cal/OSHA Aerosol ...
December 3, 2020, Global Policy Watch
An opinion by Chief Judge Beryl Howell of the U.S. District Court for the District of Columbia unsealed yesterday has generated much attention for its discussion of contributions-for-pardons allegations in a case that is still largely obscured from public view. But the underlying offenses at issue in the case also include an alleged “secret lobbying...… ...
Singapore just became the first nation to approve cell-cultured meat for human consumption
December 3, 2020, The Counter
Brian Sylvester spoke with The Counter about Singapore’s approval of cell-cultured meat for human consumption, the first country to do so. Mr. Sylvester says several major issues remain unresolved for now. For instance, while FDA already regulates cells cultured for biomedical use, it does not yet stipulate how similar practices should be used for food ...
December 3, 2020, Covington Alert
On November 23, 2020, the Office of the Comptroller of the Currency (“OCC”) issued a final rule amending its regulations under 12 C.F.R. Part 7 relating to the activities and operations of national banks and federal savings associations. The final rule, which becomes effective on April 1, 2021, governs a range of topics, including permissible derivatives ...
December 3, 2020, Covington Alert
I. Introduction On November 2, 2020, the SEC’s Division of Enforcement issued its Annual Report for Fiscal Year 2020 and just two weeks later Jay Clayton confirmed that he would be ending his tenure as Chairman of the SEC at the end of this year.[1] In a year dominated by the COVID-19 pandemic, Chairman Clayton caps off his enforcement legacy with what could ...
December 2, 2020, Covington Alert
As discussed in the previous two installments in this series dealing with voluntary separation programs and global reductions in force, workforce reorganizations can take various forms and, even within a particular scenario, there can be many nuances. One constant, however, is usually advance planning. The importance of this cannot be overstated, especially in a ...
December 2, 2020, Covington Alert
Seizing a “once-in-a-generation” opportunity to work with the Biden-Harris team—potentially the most transatlanticist administration in decades—the European Commission and the European External Action Service today adopted a detailed and comprehensive plan to reinvigorate and reimagine the transatlantic partnership. The proposed strategy will be further debated, ...
Burr, in line to lead Senate Republicans’ health strategy, has a long history of antagonizing the FDA
December 1, 2020, STAT
Wade Ackerman is quoted in STAT regarding Senator Richard Burr’s public health policies and his bipartisan efforts. Mr. Ackerman says, “He compromises. He actually is very good to negotiate with on FDA issues because he and his staff are so knowledgeable, and do want to move forward bipartisan policy.”
Class Action Group Of The Year Covington
December 1, 2020, Law360
Covington's Class Action practice group was named a Law360 Practice Group of the Year.
Covington Again Named Law360 Firm of the Year
December 1, 2020
WASHINGTON —Law360 named Covington as one of its Firms of the Year for the third consecutive year. The firm won eight Practice Group of the Year awards, tied for the most of any law firm. The recognition highlights the firm's depth and breadth of practice across its corporate, litigation, and regulatory practices, as well as key industry sectors like life ...
December 1, 2020, Covington Alert
With a COVID-19 vaccine now on the horizon, employers are considering whether they can require employees to be immunized. Although mandating COVID-19 vaccination for employees will likely be permissible with some exceptions, employers will also need to grapple with a number of challenging issues, such as whether they should require the vaccination and what to do ...
November-December 2020, Journal of Robotics, Artificial Intelligence & Law
November 24, 2020, Global Policy Watch
On November 20, 2020, the Office of the Comptroller of the Currency (“OCC”) issued a proposed rule that would impose on large national banks and federal savings associations (collectively, “banks”) a requirement to provide “fair access” to the financial products and services those institutions offer. The proposal is intended to preclude the banks it covers ...
November 24, 2020, Covington Alert
As large companies across the globe continue to navigate the ongoing COVID-19 pandemic, many are considering workforce reorganizations as a way to reduce costs in light of geopolitical and economic uncertainties, flagging demand, and a rapidly changing outlook for recovery. Workforce reorganizations can take many forms; however, many companies will consider ...
November 23, 2020, Global Policy Watch
On November 19, 2020, the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Financial Crimes Enforcement Network, National Credit Union Administration, and Office of the Comptroller of the Currency (collectively, the “Agencies”) issued a joint fact sheet clarifying how banks subject to the Bank Secrecy Act (“BSA”) should ...
November 21, 2020, CoinTelegraph
Arlo Devlin-Brown spoke with CoinTelegraph about the DOJ’s Cryptocurrency Enforcement Framework and its extension of prosecution outside U.S. borders. Mr. Devlin-Brown says, “The DOJ has consistently taken the position that U.S. criminal jurisdiction extends to activity with minimal ties to the U.S., and U.S. courts have in many cases embraced the DOJ's ...
November 20, 2020, Global Policy Watch
With the UK due to host the COP 26 climate summit in a year’s time, the UK Government is keen to set out its credentials as a global ‘green‘ leader and demonstrate not only that it can make good on its election promise to level up (with much of the promised Green Industrial Revolution investment...… Continue Reading
José E. Arvelo Named to Latinvex's Rising Legal Stars
November 20, 2020
NEW YORK—Latinvex has named special counsel José E. Arvelo to its 2020 Rising Legal Stars in Latin America, a list of 25 rising stars at international law firms doing business in the region. Mr. Arvelo specializes in cross-border disputes and has extensive experience representing clients in high-stakes international arbitrations, transnational litigation, and ...
November 19, 2020, Global Policy Watch
On Thursday, November 12, 2020, President Trump signed an Executive Order (the “Order”) that, beginning on January 11, 2021, will prohibit U.S. persons from transacting in the publicly traded securities of 31 companies that the Department of Defense has identified as “Communist Chinese military companies.” The requirement for the Department of Defense to create ...
November 19, 2020, Pink Sheet
Paula Katz is quoted in the Pink Sheet regarding her record requests from the FDA on behalf of her clients. Ms. Katz says clients have asked the firm to reply to the official listed as the contact on the records request and “ask for a teleconference to discuss the request and make sure that the things you’re providing are effective and responding and that you ...
The American Lawyer Names Covington California Litigation Department of the Year Finalist
November 18, 2020
LOS ANGELES— The American Lawyer has shortlisted Covington as one of four finalists for California Litigation Department of the Year. The American Lawyer previously named Covington its California Litigation Department of the Year in 2018. The award recognizes the law firm whose California litigators have delivered outstanding service—and wins—for their clients ...
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 ...
Court Strikes Down Limitations on DACA Program
November 16, 2020, SHRM
Jeffrey Davidson spoke with SHRM about the U.S. Supreme Court’s ruling that the DACA program should not have been overturned. Mr. Davidson says the opinion left open the possibility that the administration could issue a new rescission of DACA if it considered factors that it ignored the first time.
November 16, 2020, Bloomberg Law
Karen Solomon is quoted in Bloomberg Law regarding FDIC Chair Jelena McWilliams's final potential acts as part of the Trump administration as it relates to "valid when made" and "true lender" rules. According to Ms. Solomon, McWilliams and the administration would also have to weigh the potential impact of lawsuits challenging both the FDIC's and OCC's "valid ...
November 16, 2020
WASHINGTON—Global Banking Regulation Review has named Covington partner Michael Nonaka to its “45 Under 45,” a list of the leading, next-generation banking regulation specialists. Mr. Nonaka is co-chair of the Financial Services Group and advises banks, financial services providers, and non-bank companies on a broad range of compliance, enforcement, ...
November 12, 2020
SAN FRANCISCO—The Daily Journal has named Lindsey Tonsager to its 2020 Top Cyber Lawyers list, a recognition of the leading California lawyers who specialize in cybersecurity law. Ms. Tonsager is a partner in Covington’s San Francisco office and serves as vice chair of the firm’s global privacy and cybersecurity practice, as well as head of its West Coast ...
November 11, 2020, Global Policy Watch
Energy, climate, and environment are areas where the policy differences resulting from the final outcome of the election also will be particularly stark. On November 4, 2020, President Trump took the final step consummating his pledge to withdraw the United States from the Paris Climate Agreement. This reflects his early and consistent perspective, embodied ...
November 11, 2020, Global Policy Watch
Trump’s trade policy in a second term would basically be more of the same: he would continue hard bargaining with China and other trade partners, including by threatening tariffs under various provisions of U.S. trade law. President Trump would try to build on the Phase 1 trade agreement with China and would continue his hostility...… Continue Reading
November 11, 2020, Global Policy Watch
With Republicans favored to clinch retention of the Senate Majority by winning two of three remaining Senate races in Georgia and Alaska, a comprehensive immigration reform bill probably will not gain significant traction in the Senate in the next two years, even if the Democratic-controlled House decides to move such a bill. In the event...… Continue Reading
November 10, 2020, Global Policy Watch
The Affordable Care Act (ACA) has been an issue in every Congress since it was enacted in 2010 and this next Congress will be no different. There are so many health care issues that need to be debated—a national vs state pandemic strategy; funding for testing; additional relief for health care providers; surprise billing; treatment...… Continue Reading
November 10, 2020, Global Policy Watch
Vice President Biden campaigned on a number of tax proposals: Raise the corporate rate from 21% to 28% “on day one” Increase the Global Intangible Low Taxed Income rate from 10.5% to 21% Create a new corporate alternative minimum rate of 15% on financial statement income over $100 million Increase the top individual rate and...… Continue Reading
November 10, 2020, Global Policy Watch
Technology policy is a growing issue for the Congress, especially since it is to the economy and to our national security what oil was 20 years. Congress has a love-hate relationship with tech: love them for their innovation, jobs, and international competitiveness, and hate them for their size, bias and perceived hubris. Enter antitrust: a...… Continue Reading
November 10, 2020, Global Policy Watch
The election results show how deeply divided the electorate is and that division is reflected in the make-up of the government with a Democratic President and House and a Republican Senate. Neither Republicans nor Democrats have hit upon the right recipe to realign their party and shift a substantial portion of the voters in their...… Continue Reading
Insurer Can't Cap Coverage In $85M Tornado Suit
November 10, 2020, Law360
Law360 mentioned Covington’s representation of Pilkington North America Inc. in its insurance suit claim for tornado damage to its Illinois facility. Jad Khazem was a member of the Covington team and argued a successful motion to dismiss insurer counterclaims.
November 9, 2020, Global Policy Watch
If Vice President Biden’s election is confirmed, we anticipate a somewhat more assertive regulatory posture in certain areas to develop over time. As some of you may recall, the Obama Administration was very active on nutrition issues. Participants will recall that First Lady Michelle Obama was very engaged on those issues. One item that remains...… Continue ...
November 9, 2020, Global Policy Watch
Under the Biden administration, it is unlikely that major financial services legislation like a Dodd-Frank Act will pass in the next few years, especially if Republicans hold the Senate. The Biden Administration will nevertheless have significant opportunities to shape policy through the federal financial agencies. The adage that “personnel is policy” rings ...
What a Biden Win Means for Comp Committees
November 9, 2020, Agenda
Michael Francese spoke with Agenda about the Biden Administration’s impact on compensation committees. Mr. Francese says, “Biden’s platform is pretty vague on compensation matters.” He says Biden is “very focused” on tax rates for individuals, corporations, and estates. “Those will all kind of filter into compensation decisions,” he adds. He adds if any quick ...
November 9, 2020, Covington Alert
Now that former Vice President Biden has been projected to win the 2020 U.S. Presidential Election, expect the transition to commence from the Trump Administration to a Biden Administration. Control of the U.S. Senate remains in the balance with two runoff elections in Georgia on January 5, but either way, the Senate majority will be razor thin and hence less ...
November 9, 2020, Covington Alert
On November 6, 2020, the Food and Drug Administration (FDA) held the first of three public meetings regarding its Food Traceability Proposed Rule. The proposed rule, which is required by section 204 of the Food Safety Modernization Act (FSMA), would impose additional traceability recordkeeping requirements on entities that manufacture, process, pack, or hold ...
November 9, 2020, Covington Advisory
Under the False Claims Act’s (“FCA”) first-to-file bar, “no person other than the Government may intervene or bring a related action based on the facts underlying the pending action.” But can a relator amend her complaint to add, remove, or substitute relators without violating the first-to-file bar? Recently, the Third Circuit in In re Plavix answered “yes,” ...
November 8, 2020, Law360
Eric Mogilnicki is quoted in Law360 regarding bank regulation in a Biden presidency. Mr. Mogilnicki says with more banks and nonbank lenders seeking to deploy alternative data sources and machine learning in lending, the Biden administration will have a unique opportunity to address growing frictions between those new technologies and decades-old regulatory ...
Biden's Win Means Big Business For BigLaw
November 7, 2020, Law360
Gary Guzy spoke with Law360 about BigLaw’s likely boom under a Biden Administration. Mr. Guzy says his team expects the Biden administration to take “immediate and sweeping” steps to address climate change and will make the transition to cleaner energy a big part of its economic recovery plans. “This will present extensive new investment, innovation, and project ...
November 7, 2020, POWER Magazine
Nominees to Dominate Banking Committee Agenda
November 6, 2020, Bloomberg Law
Jeremy Newell spoke with Bloomberg Law about the nominations for key financial regulatory positions, a topic the Senate Banking panel will have to address under a Biden administration. He says, “It’s an incredibly difficult issue in terms of getting to legislation you could actually move forward.”
November 6, 2020
PALO ALTO/SAN FRANCISCO —The Daily Journal has named Suzanne Bell and Sonya Winner to its 2020 “Top Women Lawyers,” a recognition of the top women lawyers in California. Ms. Bell co-chairs the firm’s Technology & IP Transactions Practice Group. She is widely recognized as a pioneer in the field of technology transactions and was one of the first lawyers to ...
Prop 24 passes in Calif., paving way for CPRA
November 5, 2020, IAPP
Lindsey Tonsager spoke with IAPP about California's Proposition 24. Ms. Tonsager says, “Privacy pros should be reminding their colleagues that even though we now know the CPRA has passed, many of the CPRA’s details still need to be clarified and defined through regulation.” Establishment of the new enforcement agency will also be worth paying attention to. She ...
These are the big law firms Trump and Biden could tap if the election ends up in court
November 5, 2020, Financial News
Eric Holder and Covington are mentioned in Financial News regarding the firm’s representation of the Biden campaign.
November 5, 2020, Covington Alert
As both presidential and down-ticket candidates gear up for post-election recounts and related litigation in several states, they and their political parties will be raising new funds to finance these efforts. As with campaign contributions made before the election, there are a variety of rules that apply to contributions to support post-election disputes. The ...
Lobbyists prepare to navigate a divided Senate
November 5, 2020, Politico
Robert Kelner, Zachary Parks, and Brendan Parets’ article, “Guidance Regarding Contributions to Recount and Election Dispute Funds,” was quoted in Politico.
November 4, 2020, Global Policy Watch
On November 2, 2020, the U.S. Commodity Futures Trading Commission (CFTC) issued a press release announcing organizational changes to several areas of the agency’s operating divisions. According to CFTC Chairman Heath P. Tarbert, these changes are intended to better align the agency’s structure with its strategic objectives. As depicted in the agency’s new ...
November 4, 2020, Los Angeles Times
Lindsey Tonsager is quoted in the Los Angeles Times regarding California’s Proposition 24, which will have major implications for online privacy. Ms. Tonsager says companies will be watching the composition of the board closely. She adds, “There is going to be a lot on the line depending on how this newly constituted board decides to interpret and enforce the ...
November 4, 2020, Law360
Muftiah McCartin and Bill Wichterman spoke with Law360 about the U.S. Senate’s uncertainty and its impact on COVID-19 pandemic relief. Ms. McCartin says a quick action on a continuing resolution would clear the decks for budget writers to tackle a major stimulus bill and the fiscal year 2022 budget. Other expiring items could get pushed into next year, including ...
Uncertain Election Leaves Capital Markets In Flux
November 4, 2020, Law360
Brian Rosenzweig shares his thoughts with Law360 about U.S. presidential election’s uncertainty affecting capital markets.
November 3, 2020, Covington Alert
Presidential elections, whatever their outcome, often serve as a natural inflection point in the regulatory cycle, marking a shift in regulatory priorities and agendas. This is particularly true in bank regulation, where higher-profile regulatory changes are often accompanied by lower-profile but equally important changes in supervisory approaches and practices. ...
Three Covington Partners Named Law360 MVPs
November 2, 2020
WASHINGTON—Law360 has named three Covington lawyers as MVPs. 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: Jay Carey was recognized for helping data services giant Optum successfully ...
November 2, 2020, Covington Alert
On September 11, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued a final rule amending its statistical disclosure requirements for bank holding companies, banks, savings and loan holding companies, and savings and loan associations (“banking registrants”) in registration statements and other disclosure documents. The final rule replaces Guide 3, ...
November 2, 2020, Medtech Insight
Wade Ackerman is quoted in Medtech Insight regarding the impact of the 2020 presidential election on FDA regulations. Mr. Ackerman says the outcome of the election may have a significant effect on the leadership of U.S. FDA, with either winner bringing marked differences in policies and priorities. In a note to clients, he outlined some differences medtech ...
November 2, 2020, Natural Food Products Insider
Natural Food Products Insider included Miriam Guggenheim’s remarks from the "Now, New, Next" conference about the legalization of CBD products through Congress, not the FDA. Ms. Guggenheim doubts that FDA would be the one to make CBD a lawful dietary ingredient in supplements. “It will happen from Congress. It’s possible that FDA will make a little clearer ...
November 2, 2020
WASHINGTON—The National Law Journal named Covington to its 2020 “Appellate Hot List.” Lawyers and law firms featured in the annual special report were recognized for winning “high-profile and high-stakes wins in the nation’s highest appellate courts across a number of practice areas—from Constitutional rights to immigration law to pharmaceutical and intellectual ...
November 1, 2020, CoinTelegraph
Arlo Devlin-Brown is quoted in CoinTelegraph regarding the DOJ’s crackdown on cryptocurrency enforcement. Mr. Devlin-Brown says, “I suspect that this task force, like other DOJ task forces, is seeking to complete outstanding reports prior to a potential change of administration in January. That said, I don’t think this issue is particularly relevant to electoral ...
October 30, 2020
WASHINGTON—Covington represented GovernmentCIO, LLC, a leading provider of high-end technology and digital solutions to the Federal Health IT Services market, in its sale to Welsh, Carson, Anderson & Stowe. GovCIO is a rapidly growing provider of advanced technology solutions and digital services to the federal government. In the 10 years since its founding, ...
October 29, 2020, SHRM
Lindsay Burke and Carolyn Rashby spoke with SHRM about the actions employers can take when employees are not social distancing during the COVID-19 pandemic. Ms. Burke says, “Disciplining an employee for not wearing a mask while off duty or, for example, attending large events could violate these laws. But if a jurisdiction with an off-duty law has an executive ...
October 28, 2020, Covington Alert
The outcome of the national elections next week will have consequential implications at the U.S. Food and Drug Administration (FDA). The election may affect the composition of FDA’s leadership team, and stakeholders can expect differences in policies and priorities between a second Trump Administration and a new Biden Administration. Control of the U.S. Senate ...
October 27, 2020, Global Policy Watch
As described in an earlier blog post, the Department of Defense (DoD) released an Interim Rule on September 29, 2020 that address DoD’s increased requirements for assessing whether contractors are compliant with the 110 security controls in National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171 (NIST 800-171).[1] Under this new ...
October 27, 2020, Global Policy Watch
On October 23, 2020, the Federal Reserve Board (“FRB”) and Financial Crimes Enforcement Network (“FinCEN”) issued a joint notice of proposed rulemaking that would amend the Bank Secrecy Act’s Recordkeeping Rule and Travel Rule regulations. Comments will be accepted for 30 days after Federal Register publication of the proposed rule on October 27, 2020. The...… ...
October 27, 2020, Global Policy Watch
Despite his promises to “drain the swamp,” last week President Trump issued an Executive Order that may inadvertently create a large number of new lobbyists. The order creates a new category of federal employees who are exempt from competitive service requirements, all of whom may qualify as “covered executive branch officials” under the Lobbying Disclosure...… ...
Advice on International Compliance With US Laws
October 27, 2020, Fraud Today
Ben Haley spoke with Information Security Media Group about international compliance with US compliance laws. In the interview, Ben discusses implementing compliance programs, the impacts of DOJ guidance, and how the guidance might impact compliance practitioners.
October 27, 2020, Covington Alert
The November 3, 2020 election is likely to be a watershed event in the development of privacy law in the U.S. This client alert provides a high-level overview of the areas in which change is likely to occur, depending on how the election turns out. 1. Federal Legislation Unlike most countries of its size, the U.S. does not yet have a broadly applicable data ...
October 23, 2020
WASHINGTON—Global Investigations Review has ranked Covington among its top five in its annual GIR 30, a list of the leading global firms best suited to handle sophisticated cross-border government-led and internal investigations. GIR noted that Covington has “won praise from multinational clients for its ability to handle a wide variety of white-collar matters ...
October 22, 2020, Global Policy Watch
On October 21, 2020 the Department of Labor’s Office of Federal Contract Compliance Programs (“OFCCP”) published a Request for Information (“RFI”) seeking voluntary submissions of workplace diversity and inclusion training information and materials from federal contractors, federal subcontractors, and their employees. The RFI was published pursuant to Executive ...
October 22, 2020, Global Policy Watch
On October 6, 2020, the U.S. Patent and Trademark Office (USPTO) published a report titled Public Views on Artificial Intelligence and Intellectual Property Policy. The report summarizes the nearly 200 comments received in response to patent-related questions regarding AI set forth in a request for comments (RFC) issued by the USPTO in August 2019 and...… ...
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 22, 2020, Global Banking Regulation Review
Randy Benjenk spoke with Global Banking Regulation Review about the FDIC’s newly adopted net stable funding ratio. Mr. Benjenk says with the U.S. presidential election looming, it is unlikely that the NSFR rules will be revisited soon even if there is a change in political administration. “The NSFR has not been as big of a political focus as other prudential ...
October 21, 2020, Global Policy Watch
At an open meeting on October 15, 2020, the Commodity Futures Trading Commission (“CFTC” or the “Commission”) voted to adopt three final rules. First, the Commission adopted by a 3–2 vote a final rule overhauling its regulatory framework governing speculative position limits on a large variety of commodities. Second, the Commission unanimously approved ...
Covington Receives Human Rights First’s 2020 Marvin E. Frankel Award for Pro Bono Service
October 21, 2020
LOS ANGELES—Covington has been honored by Human Rights First as a recipient of the annual Marvin E. Frankel Award, given to firms that exhibit outstanding dedication to pro bono service helping Human Rights First achieve justice for refugees, asylum-seekers, and clients in immigration detention across the country. The Marvin E. Frankel Award honors the memory of ...
October 21, 2020, Covington Alert
On Tuesday, October 20, 2020, the Federal Deposit Insurance Corporation issued a proposed rule that would supersede and codify, with certain changes described below, a 2018 Interagency Statement Clarifying the Role of Supervisory Guidance (the “2018 Statement”). Like the 2018 Statement, the proposed rule would be adopted on an interagency basis with the Board of ...
October 21, 2020, Thomson Reuters
Andrew Jack and Kevin Poloncarz are quoted in a Thompson Reuters article regarding the emergence of ESG and sustainability focused practices within major law firms. The article describes Covington's 100+ lawyer cross-disciplinary sustainability solutions team as the largest ESG Big Law undertaking and highlights the firm's focus on carbon reduction; corporate ...
Lobbying revenue stays strong despite pandemic election
October 21, 2020, Politico
Muftiah McCartin is quoted in Politico regarding the firm’s lobbying efforts in the third quarter of 2020. Ms. McCartin says, “As we expected, our LDA numbers are still impacted by the pandemic's toll on legislative activity. However, we expect a very sharp uptick in the post-election period both in the U.S. and in our global policy practice. Should there be a ...
Cell-Cultured Meat Startups, NAMI, Urge USDA to Gather More Data Before Issuing a Proposed Rule on Labeling
October 19, 2020, Food Navigator
Brian Sylvester is quoted in Food Navigator regarding the USDA’s labeling of cell-cultured meats. Mr. Sylvester says that he didn't think an Advance Notice of Proposed Rulemaking (ANPR) would extend the timeline in a meaningful way. “Instead, it could actually be an efficient means of collecting needed data sooner rather than later to lay the foundation for a ...
October 19, 2020, The Wall Street Journal
Yan Luo is quoted in The Wall Street Journal regarding China’s new export restrictions. Ms. Luo says, “With recent events, China feels a greater need to have this export law in place.” Chinese authorities feel that export-control measures have been used against Chinese companies and they need a way to reciprocate. “The precise point is we don't know how they ...
October 16, 2020, Communications Daily
Gerry Waldron is quoted in Communications Daily regarding the presidential election’s impact on the current dysfunction between the FCC and other federal agencies on spectrum management. Mr. Waldron says Capitol Hill will likely want to watch to see if the relationship between the FCC and other agencies “gets better on its own” in either a Biden or Trump ...
October 16, 2020, Politico
Kevin Coates spoke with Politico about a move unveiled by the U.S. Secretary of State demanding greater foreign funding disclosure. Mr. Coates described the move as “Partly right, partly wrong.” Right that “think tanks disclose foreign governments. Wrong that it doesn’t also cover think tanks disclosing all funding, foreign and domestic, state and private. ...
October 15, 2020, Global Investigations Review
Anne Termine is quoted in Global Investigations Review regarding this year’s aggressive spoofing enforcement from the CFTC. Ms. Termine says the marked increase in the agency’s spoofing-related enforcement actions in recent years is due to the software generating more leads. She adds that the marked increase in the agency’s spoofing-related enforcement actions ...
October 14, 2020, Global Policy Watch
On September 21, 2020, the Office of the Comptroller of the Currency (“OCC”) published a letter addressing the authority of nationals banks to hold deposits that serve as reserves for stablecoins, which is a type of cryptocurrency designed to have a stable value. The OCC concludes that national banks and federal savings associations may engage...… Continue ...
CFPB Enforcement Sees Highest New Case Volume In 5 Years
October 14, 2020, Law360
Eric Mogilnicki is quoted in Law360 regarding the rising number of CFPB enforcement cases in the last five years. Mr. Mogilnicki says, “I think it's a coincidence. These cases take time to germinate, and the bureau has been working on the assumption that Seila Law wouldn't disrupt its enforcement activities. I can't imagine they were holding back waiting for ...
Ichiro (“Ike”) Morinaga Promoted to Senior Of Counsel
October 13, 2020
WASHINGTON—Covington has promoted Ichiro (“Ike”) Morinaga to Senior Of Counsel. Mr. Morinaga heads Covington’s Japan practice and leads the firm’s relationships with a range of Japanese corporations as well as trade associations and governmental agencies. “Capitalizing on his prior experience as an international banker, Ike brings a unique, business-focused ...
October 12, 2020, Global Policy Watch
A growing number of African countries have begun to ease COVID-19 related regulatory restrictions. Some countries, such as Kenya, Rwanda, and Senegal resumed international flights in August, while other countries like South Africa and Nigeria are only now opening their borders. For a continent that slipped into recession for the first time in a quarter...… ...
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 12, 2020, Covington Alert
This e-alert is part of a series of e-alerts summarizing publicly available FDA enforcement letters (i.e., warning letters and untitled letters) relating to the advertising and promotion of prescription drugs, medical devices, and biologics. In September, the Office of Prescription Drug Promotion (OPDP) posted three warning letters on FDA’s website, including ...
October 9, 2020, Covington Alert
Last week, the SEC announced settled enforcement actions against two public companies and two former senior executives based on small allegedly improper quarterly accounting adjustments that cumulatively overstated the companies’ reported earnings per share (EPS) by as little as one penny. These actions arise from the agency’s ongoing EPS initiative, which ...
October 9, 2020, The Rose Sheet
The Rose Sheet covered Gerald Masoudi and Peter Hutt’s FDA panel at the FDLI annual conference, “Time for Independent U.S. FDA? COVID-19 Political Pressure Reignites Debate.” Mr. Masoudi suggests some benefits to the current reporting structure. “If you look at the other functions within HHS with which FDA interacts on a regular basis,” such as the Centers for ...
October 8, 2020
WASHINGTON—Covington represented Uber Technologies in its Rule 144A offering of $500 million principal amount of 6.25 percent senior notes due 2028. Uber received net proceeds of approximately $495 million, which it used to redeem an outstanding series of senior notes. The Covington capital markets team included Kerry Burke, Brian Rosenzweig, Jennifer Uren, ...
October 7, 2020, Food Navigator
Brian Sylvester spoke with Food Navigator about the labeling of cell-cultured seafood. Mr. Sylvester says, “USDA has not yet invited public comment on the labelling of cell-cultured meat & poultry but is expected to do so in due course. It is reasonable to expect that USDA will ultimately put out a similar request and will collaborate with FDA on reviewing ...
October 7, 2020
PALO ALTO—Daily Journal has named Kurt Calia to its 2020 Top Trade Secrets Lawyers, a recognition of the leading California lawyers who specialize in trade secrets law. Mr. Calia is a partner in Covington’s Palo Alto office and has been a trial lawyer at the firm for more than 25 years, where he focuses on complex civil litigation, with a particular emphasis on ...
October 6, 2020, Global Policy Watch
On September 29, 2020, the Department of Defense (DoD) released an interim rule that industry hoped would provide clear guidance with regard to DoD’s implementation of its Cybersecurity Maturity Model Certification (CMMC) framework. The vast majority of the rule focuses on DoD’s increased requirements for confirming that contractors are currently in compliance ...
October 6, 2020, Covington Alert
On September 21, the Federal Reserve released an advance notice of proposed rulemaking ("ANPR") to solicit views on potential changes to the agency's Community Reinvestment Act regulations. The Board’s issuance of the ANPR follows the May 2020 release of a final rule by the OCC that substantially reforms the OCC’s CRA regulations. The ANPR's unusual level of ...
October 6, 2020, Covington Alert
Covington's Class Action Litigation Group has assembled an update that highlights and discusses several notable developments in the third quarter of 2020 affecting class actions.
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 ...
October 5, 2020, Reuters
Dustin Cho and Neema Sahni spoke with Reuters about the role lawyers have played in guiding professional sports leagues through COVID-19. Mr. Cho says on the insurance front, event cancellation coverage has been a hot issue. He notes that both Wimbledon and the British Open tennis tournaments succeeded in getting coverage from their insurers under their event ...
October 5, 2020
SAN FRANCISCO— The Recorder has named Covington’s Lindsey Tonsager to its second annual list of “California Trailblazers.” The list profiles 50 lawyers who made significant marks on the practice, policy, and technological advancement of their practice. As head of Covington’s West Coast Privacy and Cybersecurity practice, Ms. Tonsager helps some of the world’s ...
October 2, 2020, Global Policy Watch
Governor Newsom has signed Senate Bill (SB) 1383 to significantly expand the California Family Rights Act (CFRA). The CFRA is California’s counterpart to the federal Family and Medical Leave Act (FMLA) and provides unpaid family and medical leave of up to 12 weeks for eligible employees. The new law’s key revisions are summarized below and...… Continue Reading
October 2, 2020, Covington Alert
On September 21, the FTC and the DOJ announced proposed changes to the rules that govern when transactions must be notified to the agencies pursuant to the HSR Act, as well the information that is required for such filings.
October 1, 2020, Covington Alert
On September 30, the Federal Communications Commission (“FCC”) unanimously adopted an order formalizing the referral and review process associated with “Team Telecom”—the group of national security and law enforcement agencies responsible for assessing foreign investment in U.S. telecommunications, submarine cable licensees, and broadcast licensees. The order ...
October 1, 2020
WASHINGTON—Covington has promoted 14 lawyers to its partnership. “Our new partners practice in a wide range of the firm’s key practices and add importantly to our strengths,” said Doug Gibson, Covington’s chair. “This new partner class demonstrates that we continue to build an exceptional pipeline of superbly talented lawyers, across our offices and ...
Gerald Masoudi Rejoins Covington
October 1, 2020
WASHINGTON—Gerald Masoudi, former General Counsel of Celgene Corporation and then JUUL Labs, has rejoined Covington’s Food, Drug, and Device Practice Group in Washington as a partner. Mr. Masoudi has more than 25 years of broad experience in the life sciences industry. He served as Chief Counsel of the U.S. Food and Drug Administration from 2007 to 2009. He ...
Fed CRA plan seen as bridging divide with OCC
October 1, 2020, American Banker
Randy Benjenk is quoted in the American Banker regarding the Federal Reserve's proposal to modernize the Community Reinvestment Act, which could bridge the divide with the OCC. Mr. Benjenk says that some provisions of the Fed’s outline are “strikingly similar to the OCC’s final rule, either in concept or execution.” He adds, “The commonalities may be a ...
October 1, 2020, NPR
Julie Dohm is quoted in NPR regarding the use of unproven COVID-19 treatments and compounded drugs. Regarding compounded drugs, Ms. Dohm says, “They are subject to a lower quality standard, and so it's very important that they really only be used when medically necessary.”
October 1, 2020
WASHINGTON—Covington's Charles Hamilton and Kendra Mells have been named to the National Black Lawyers Top 40 Under 40 class of 2020. Mr. Hamilton represents clients in white collar matters involving federal and state regulators, internal investigations and complex commercial litigation matters. In addition, Mr. Hamilton maintains an active pro bono practice, ...
Attorneys say Defense Dept. must provide more transparency on audit results from CMMC program
September 30, 2020, Inside Cybersecurity
Susan Cassidy is quoted in Inside Cybersecurity regarding the request from contractors for greater transparency on audit results from the DoD’s Cybersecurity Maturity Model Certification program. Ms. Cassidy says she is concerned about how the relationship will work between the prime and subcontractor. “All contractors will need to have a basic assessment [under ...
September 30, 2020
NEW YORK—Latinvex has selected Nicole Duclos, Veronica Yepez, Mary Hernández, and Ashley Sprague to its 2020 list of the “Top 100 Female Lawyers” at international law firms specializing in Latin America. Covington is among the top three law firms with the most women on the list and the law firm with most women in the FCPA category. Ms. Duclos represents clients ...
September 28, 2020, Global Policy Watch
On 10 September 2020, the German Federal Social Court (Bundessozialgericht – “BSG”) has issued an important decision with significant impact on the drug pricing and reimbursement system. It ruled that a pharmaceutical company can file a direct legal action against the early benefit assessment in the so-called AMNOG process. This was not possible so far....… ...
September 28, 2020
WASHINGTON—Covington partner Jennifer Saulino has been named a Fellow of the American College of Trial Lawyers, one of the premier legal associations in North America. Ms. Saulino is the eighth Covington lawyer among the current Fellows, joining Lanny Breuer, Robert Haslam, Carolyn Kubota, John Nields, George Pappas, William Phillips, and Robert Sayler. Ms. ...
September 25, 2020
WASHINGTON—Covington represented leading defense contractor Amentum on government contracts and other regulatory matters in its just-announced deal to acquire DynCorp International, a worldwide leader in aviation and logistics support service. Together, the two companies will create one of the largest providers of mission critical support services. The ...
Covington Receives Guardian of Justice Award From the Legal Aid Society of San Mateo County
September 25, 2020
PALO ALTO— Covington has been honored by the Legal Aid Society of San Mateo County with The Guardian of Justice Award, given each year in recognition of volunteers whose efforts are steeped in a commitment to justice for children, families, and seniors. Founded in 1959, the Legal Aid Society of San Mateo County provides free legal representation in a variety of ...
September 25, 2020
WASHINGTON—The Deal recognized Catherine Dargan as its Healthcare, Pharma & Biotech Dealmaker of the Year at its annual “Deal Awards.” Ms. Dargan has advised numerous companies on their important strategic transactions for over 20 years. She has broad experience in mergers and acquisitions, both public and private (domestically and cross-border), and partnering ...
September 24, 2020, Covington Alert
In the midst of the COVID-19 pandemic, voting in the 2020 general election is likely to look different than we have seen in recent times. Election officials across the country are working through in-person voting and vote-by-mail procedures and individual voters are deciding how best to cast their ballots. At the same time, many corporations are recognizing this ...
September 22, 2020, Covington Alert
Yesterday, FDA released a proposed rule that, if finalized, would impose additional traceability recordkeeping requirements for certain high-risk foods. This rulemaking is required by section 204 of FSMA, and is an additional action in FDA’s ongoing FSMA implementation. FDA proposes to establish a “Food Traceability List” (FTL) that would enumerate certain foods ...
September 22, 2020, MedTech Insight
Shankar Duraiswamy is quoted in MedTech Insight regarding the uncertainty around the Affordable Care Act’s coverage of medtech after the passing of U.S. Supreme Court Justice Ruth Bader Ginsburg. Mr. Duraiswamy points out that Justice Roberts has previously "narrowly ruled that that some parts of the ACA can be severed from the individual mandate" and remain ...
September 21, 2020, Covington Alert
On September 16, 2020, the Financial Crimes Enforcement Network (“FinCEN”) issued an Advance Notice of Proposed Rulemaking (the “ANPR”) seeking public comment on significant potential amendments to anti-money laundering (“AML”) regulations under the Bank Secrecy Act (“BSA”). The ANPR proposes three principal changes to the current BSA/AML regime — in ...
September 21, 2020, Covington Alert
On September 15, 2020, the Consumer Financial Protection Bureau (“CFPB” or “Bureau”) released an Outline of Proposals under Consideration and Alternatives Considered for the small business data collection rulemaking mandated by Section 1071 of the Dodd-Frank Act and a High-Level Summary of Outline of Proposals under Consideration for SBREFA: Small Business ...
FDA Releases Guidance on Resuming Normal Drug and Biologics Manufacturing Operations During COVID-19
September 17, 2020, Global Policy Watch
Drug manufacturers have responded to the COVID-19 pandemic by adopting measures to ensure continuity in their operations—continuity that is vital to safeguarding the global drug supply. In doing so, some have faced unprecedented challenges with regard to ensuring the health of their employees, preventing COVID-19 transmission at their facilities, and mitigating ...
Why Cash-Strapped Towns Are Suing Streaming Giants
September 17, 2020, The Hollywood Reporter
Mitch Kamin is quoted in The Hollywood Reporter regarding the current lawsuits many small towns are taking up with streaming services. Mr. Kamin says, “It’s going to be an uphill battle [for cities]. The law just wasn’t structured with streaming in mind.”
September 17, 2020, Law360
Kurt Wimmer spoke with Law360 about the recent global changes to privacy law. He says, “It's been quite busy in parliaments around the world on the privacy front, and part of the reason for that is the fact that when the GDPR went into effect, a lot of countries saw that and said, 'This is a real development. Now it's our turn to think about what we're going to ...
September 17, 2020, Law360
Holly Fechner spoke with Law360 about a coalition of groups tackling the lack of diversity in patenting. Ms. Fechner told Law360 that a key initiative of the group is advocating for the U.S. Patent and Trademark Office to collect demographic data on inventors through support of the bipartisan Inventor Diversity for Economic Advancement Act, which was introduced ...
FDA Releases Guidance on Resuming Normal Drug and Biologics Manufacturing Operations During COVID-19
September 17, 2020, Covington Alert
Drug manufacturers have responded to the COVID-19 pandemic by adopting measures to ensure continuity in their operations—continuity that is vital to safeguarding the global drug supply. In doing so, some have faced unprecedented challenges with regard to ensuring the health of their employees, preventing COVID-19 transmission at their facilities, and mitigating ...
September 15, 2020, Global Policy Watch
The Trump Administration has released the much-anticipated executive order entitled “Lowering Drug Prices by Putting America First” (commonly referred to as the “Most-Favored-Nation” or “MFN” executive order). President Trump initially had announced the MFN executive order during his July 24, 2020 press conference highlighting four separate executive orders ...
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 15, 2020, Covington Alert
The Trump Administration has released the much-anticipated executive order entitled “Lowering Drug Prices by Putting America First” (commonly referred to as the “Most-Favored-Nation” or “MFN” executive order). President Trump initially had announced the MFN executive order during his July 24, 2020 press conference highlighting four separate executive orders ...
September 15, 2020, Covington Alert
The first half of September has seen two major regulatory updates from USDA’s Food Safety and Inspection Service (FSIS). First, on September 14, 2020, FSIS published a proposed rule to expand the circumstances under which FSIS will generically approve the labels of meat, poultry, and egg products, which specifically proposes that FSIS will cease evaluating ...
'No Quick Fix’ After Privacy Shield
September 14, 2020, Communications Daily
David Bender spoke with Communications Daily about the European Court of Justice’s decision in Schrems II being challenged in Ireland. Mr. Bender says since the decision, it has been a “very confusing time.”
September 12, 2020, Berlingske
Amanda Kramer spoke with Berlingske about the difficulties some employees have when reporting sexual harassment in the work place. Ms. Kramer says, “It is often unrealistic for women to approach a manager who has hired the person who is committing the sexual harassment and may even have a friendly relationship with him or her. “ Ms. Kramer, who has extensive ...
September 11, 2020
WASHINGTON—Covington represented Adtalem Global Education Inc., a workforce solutions provider, in its entry into a definitive agreement to acquire Walden University, an online healthcare education provider, from Laureate Education, Inc. for $1.48 billion. Adtalem Global Education Inc. is the parent organization of American University of the Caribbean School of ...
September 11, 2020, The Wall Street Journal
Chris DeCresce spoke with The Wall Street Journal about the decision some businesses are making to back out of M&A transactions during the COVID-19 pandemic. Mr. DeCresce says in some sectors, for example financial services, buyers’ ability to scrutinize the books might be limited, as the CARES Act providing economic support during the pandemic permits companies ...
September 11, 2020, Covington Alert
This e-alert is part of a series of e-alerts summarizing publicly available FDA enforcement letters (i.e., warning letters and untitled letters) relating to the advertising and promotion of prescription drugs, medical devices, and biologics.
CFTC Issues Guidance on Corporate Compliance Program
September 10, 2020, The Wall Street Journal
Anne Termine is quoted in The Wall Street Journal regarding a memo from the U.S. Commodity Futures Trading Commission detailing how it will evaluate corporate compliance programs. Ms. Termine says, “It’s making clear the expectation that industry and market participants should operate in a certain way and have clear and robust systems and controls.” The guidance ...
September 9, 2020, Covington Alert
On September 1, 2020, the Office of Management and Budget issued a highly-anticipated interim final rule (“Rule”) implementing the Federal Acquisition Supply Chain Security Act. Consistent with the U.S. Government's increasingly sharp focus on supply chain security, the Rule authorizes the Executive Branch to exclude indefinitely “covered articles” (products and ...
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 ...
September 3, 2020, Inside Cybersecurity
Susan Cassidy is quoted in Inside Cybersecurity regarding new rules and procedures around the operations of the Federal Acquisition Security Council. Ms. Cassidy says, “The FASC has a tremendous amount of discretion on how they can collect information internally, through contractors and from nonfederal entities. It is unclear to me how broadly that information ...
Temperature Screenings: Review State Laws
September 1, 2020, SHRM
Carolyn Rashby spoke with SHRM about the U.S. state laws regarding temperature checks during the COVID-19 pandemic. Ms. Rashby says temperature screens should be required only on days when employees are coming to a worksite, not when they are telecommuting. “Requiring temperature screenings at home may be a better approach for many businesses, including for ...
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 28, 2020, Global Policy Watch
As of January 2021, many imports and exports of agricultural products covered by EU tariff quotas will be subject to the new licensing rules of Commission Delegated Regulation (EU) 2020/760 (“Delegated Regulation”) and Commission Implementing Regulation (EU) 2020/761 (“Implementing Regulation”) (together, “Licensing Regulations” or “Regulations”). The new ...
August 27, 2020, Medtech Insight
Scott Danzis spoke with Medtech Insight about a Department of Health and Human Services announcement stripping the FDA of its oversight over Laboratory Developed Tests, or LDTs. Mr. Danzis says, “By the terms of the policy that was issued, it is not restricted to COVID-19 LDTs. It is broader than that. Moreover, we’ve had recent discussions with senior HHS ...
Covington Represents CFBanc in Merger Creating Largest Black-Led Minority Depository Institution in U.S.
August 26, 2020
WASHINGTON—Covington represented CFBanc Corporation (“City First”) in its transformational merger of equals with Broadway Financial Corporation (“Broadway”) to create the largest Black-led Minority Depository Institution (MDI) in the nation with more than $1 billion in combined assets under management and approximately $850 million in total depository ...
What The FDA’s Inspections Q&A Guidance Really Means: It’s Time To Offer Virtual Inspections
August 25, 2020, The Pink Sheet
Tom Cosgrove is quoted in The Pink Sheet regarding virtual inspections conducted by the FDA during the COVID-19 pandemic. Mr. Cosgrove says, “We were hoping to see some progress on remote or virtual facility inspections.” He notes that the agency has been working hard to avoid the need for pre-approval inspections by, for example, requesting records and talking ...
August 25, 2020, Covington Alert
On August 19, the Department of Health and Human Services (HHS) announced a new policy concerning laboratory developed tests (LDTs). Under this policy, HHS has determined that the Food and Drug Administration (FDA) must engage in notice-and-comment rulemaking before requiring premarket review of LDTs. Depending on the next steps from HHS and FDA, this ...
August 20, 2020, Law360
Law360 covered Covington’s representation of Uber in a case involving the company's Buenos Aires launch before the U.S. District Court for the Northern District of California. Clara Shin, Lindsey Barnhart, Jeffrey Davidson, and Amy Heath provided counsel to Uber.
August 20, 2020, Covington Alert
The Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”) released its Annual Report to Congress regarding its review of certain transactions involving foreign investment during 2019. The current Annual Report was released just two and a half months after the previous Annual Report, covering 2018, demonstrating the Committee has ...
August 20, 2020
WASHINGTON—Covington partner Jean Veta has been appointed by American Bar Association President Patricia Lee Refo to serve a three-year term on the ABA’s Standing Committee on the Federal Judiciary, representing the D.C. Circuit. The committee, which has performed its role in the judicial nomination process since 1953, provides an impartial evaluation of the ...
August 20, 2020, Covington Alert
On August 19, FDA announced the availability of a temporary guidance for industry entitled, “Manufacturing, Supply Chain, and Drug and Biological Product Inspections During COVID-19 Public Health Emergency Questions and Answers.” FDA issued the guidance to address frequently-asked questions from industry regarding the impacts of the COVID-19 public health ...
August 19, 2020, Global Policy Watch
On August 15, 2020, the Minister of Cooperative Governance and Traditional Affairs (COGTA) announced the extension of the national state of disaster. The national state of disaster was declared under Government Gazette No 43096 of 15 March 2020 (and extended by Government Gazette Nos 646 of June 5, 2020 and 765 of July 13, 2020),...… Continue Reading
August 14, 2020, Global Policy Watch
Last week, President Trump issued an executive order aimed at encouraging the expansion American manufacturing of essential medical products — Executive Order on Ensuring Essential Medicines, Medical Countermeasures, and Critical Inputs Are Made in the United States (August 6, 2020) (the “Order”). The Order sets forth an ambitious plan requiring extensive ...
August 14, 2020, Covington Alert
On August 13, 2020 the Federal Reserve System, Federal Deposit Insurance Corporation, National Credit Union Administration, and Office of the Comptroller of the Currency (the Agencies) issued joint guidance to clarify and update their policies with respect to the enforcement of the Bank Secrecy Act’s (BSA’s) anti-money laundering (AML) program requirement.[1] ...
August 13, 2020, Covington Alert
While the world continues to battle the coronavirus, another battle wages on in the courts, as insurers continue to issue blanket denials for COVID-19 business interruption losses. Many are closely watching how the judicial and legislative branches will answer what have emerged as two key questions: Do the causes of COVID-19 business interruption losses ...
August 12, 2020
WASHINGTON—The American Lawyer has named Covington to its 2020 “A-List,” an annual ranking of the top 20 firms based on revenue per lawyer, pro bono commitment, diversity, associate satisfaction, and percentage of female equity partners. Covington has appeared on the “A-List” fifteen times since it was introduced in 2003. This year, the firm ranked sixth ...
EU-U.S. privacy rift leaves businesses in disarray
August 12, 2020, Axios
David Bender is quoted in Axios regarding the EU-U.S. Privacy Shield, which was recently struck down in Europe, but still stands in the U.S. Mr. Bender says, “It's a tough situation for a lot of companies. Frustrated and confused is how I'd describe the general mood.”
August 11, 2020, Covington Alert
On August 4, 2020, OEHHA, the California agency in charge of Prop 65 announced a proposed regulation that, when final, would exempt from Prop 65 products containing listed chemicals introduced through cooking or heat-processing. Acrylamide has been the most widely targeted chemical created through cooking, but the proposal would also provide a mechanism for ...
August 11, 2020, Food and Beverage Insider
August 11, 2020, SHRM
Carolyn Rashby is quoted in SHRM regarding the travel restrictions employers can place on employees when considering the spread of COVID-19. Ms. Rashby says regulating where employees go on vacation could conflict with some state laws protecting off-duty conduct and could hurt morale. Regarding pre-travel inquiries, she says employers generally can require ...
Rising Star: Covington's Kayleigh Scalzo
August 10, 2020, Law360
Kayleigh Scalzo has been named a Law360 Rising Star in Government Contracts.
August 7, 2020, Covington Alert
On August 5, 2020, the United States Department of Agriculture (USDA) Agricultural Marketing Service (AMS) published a proposed rule that would amend the USDA organic regulations in an effort to strengthen oversight and enforcement of the production, handling, and sale of organic agricultural products. The proposed changes come in response to concerns about the ...
Rising Star: Covington's Jennifer Saperstein
August 7, 2020, Law360
Jennifer Saperstein has been named a Law360 Rising Star in Compliance.
Trump's US-Made Drug Decree Sows Uncertainty In Industry
August 7, 2020, Law360
Jennifer Plitsch spoke with Law360 about a presidential executive order calling for federal agencies to be required to buy domestically produced versions of medicines. Ms. Plitsch says, “Those will be significant, certainly at the outset [of the order going into effect], in light of the current market.” She adds that under the definition of "produced in the ...
August 6, 2020, Covington Alert
On July 16, 2020, the Court of Justice of the European Union struck down the EU-U.S. Privacy Shield (“Privacy Shield”) in the Schrems II decision. Even though Schrems II invalidated the Privacy Shield with immediate effect as a matter of EU law, U.S. regulators swiftly indicated that they will continue to administer the Privacy Shield and that self-certified ...
Why an OCC payments charter may not become reality
August 5, 2020, American Banker
Karen Solomon is quoted in the American Banker regarding the Office of the Comptroller of the Currency’s new charter license for payments companies. Ms. Solomon says, “Whether a payments charter would be less likely to attract a lawsuit depends, at least in part, on the legal theory that the OCC uses to support it. If the theory underlying the payments charter ...
August 5, 2020, Covington Alert
On Monday, FDA published for public comment a proposed rule concerning the submission of certain data elements for veterinary devices imported or offered for import via the Automated Commercial Environment (ACE) or other U.S. Customs and Border Protection (CBP)-authorized electronic data interchange (EDI) system.[1] Comments are due by October 19, 2020. The ...
August 4, 2020, Covington Alert
On Friday, FDA announced the Animal Drug User Fees (ADUFA fees) and Generic Animal Drug User Fees (AGDUFA fees) for Fiscal Year 2021.
August 3, 2020, The Review of Securities & Commodities Regulation
August 3, 2020
WASHINGTON —The National Law Journal has named Covington partner David Zionts a “DC Rising Star,” recognizing him as one of the “region’s 40 most promising lawyers age 40 and under.” In his profile, Mr. Zionts described his biggest win from his career, saying, “I’m proud of many victories in my appellate practice, but the win that stands out the most came at the ...
August 2020, Privacy Laws & Business
Never-before-seen photos from Clinton’s impeachment
August 1, 2020, CNN
Michael Imbroscio’s role in the Clinton Administration during the impeachment process was highlighted by CNN. Mr. Imbroscio served as an Associate Counsel to the President.
July-August 2020, Intellectual Property & Technology Law Journal
PROJECT 38: How the ban on Chinese tech impacts GovCon
July 30, 2020, Washington Technology
Samantha Clark appeared on Washington Technology’s Project 38 podcast to discuss how the ban on Chinese technology impacts government contracts.
July 29, 2020
NEW YORK—Billboard has named Adrian Perry and Jonathan Sperling among its “2020 Top Music Lawyers.” This annual list recognizes the music industry’s leading lawyers in fields that include talent representation, music publishing, streaming, and litigation. Mr. Sperling, a trial lawyer with twenty-five years of experience, co-chairs the firm’s Music Industry ...
Rising Star: Covington's William Woolston
July 28, 2020, Law360
William Woolston has been named a Law360 Rising Star in Benefits.
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 24, 2020, Covington Alert
On July 24, 2020, the United States Department of Agriculture’s Agricultural Marketing Service (“AMS”) published proposed updates to its list of bioengineered (“BE”) foods. Under the National Bioengineered Food Disclosure Standard (“NBFDS”), manufacturers, importers, and certain retailers must make a BE disclosure for foods on this list or foods containing ...
July 23, 2020, Covington Alert
FDA announced this week that it intends to extend its enforcement discretion policy regarding investigational new drug (IND) and premarket approval requirements for certain regenerative medicine products through May 2021. In light of the COVID-19 emergency, manufacturers will have six additional months after the initial November 2020 deadline to prepare and ...
July 22, 2020, Covington Alert
Yesterday, the Food and Drug Administration (FDA) issued draft guidance describing the agency’s thinking on topics relevant to clinical research related to the development of drugs containing cannabis or cannabis-derived compounds. While the draft guidance is limited to drug development and does not address other types of products, some of FDA’s thinking may ...
July 21, 2020, Covington Alert
On July 17, 2020, Commonwealth Edison Company (“ComEd”), an Illinois utility company, entered into a deferred prosecution agreement (the “DPA”) with the U.S. Department of Justice (“DOJ” or the “Department”) to resolve allegations of bribery under 18 U.S.C. § 666, which prohibits theft or bribery concerning programs receiving federal funds. Aside from the ...
July 21, 2020, Covington Alert
On July 20, 2020, the Office of the Comptroller of the Currency (OCC) released a proposed rule intended to establish a bright-line test to identify the “true lender” in lending partnerships between national banks and federal savings associations, and third parties. Uncertainty in this area has caused confusion because the identity of the lender determines which ...
July 21, 2020, Law360
Anne Termine is quoted in Law360 regarding the impact that the Dodd-Frank Act has had on the opaque swaps market. Ms. Termine says, “The No. 1 goal is transparency of an opaque market. I think that has been a success. The problem is: Has it created almost too strict of a structure?”
BigLaw Lobbyists Build On The Year's Gains In Q2
July 21, 2020, Law360
Muftiah McCartin is quoted in Law360 regarding the firm’s lobbying efforts in the second quarter of 2020. Ms. McCartin says, “The COVID-19 pandemic fundamentally altered our work this spring. Now in the throes of summer, we see a constant drumbeat of clients seeking assistance as they deal with unprecedented economic and health care pressures.”
July 20, 2020, Bloomberg Government
Muftiah McCartin spoke with Bloomberg Government on the impact of COVID-19 on lobbying in the second quarter of 2020. Ms. McCartin says that although COVID-19 drove most of their work, clients “are calling on us to help assess and navigate broader social policies such as environmental sustainability and police reform.”
OCC Proposes Rule To Settle 'True Lender' Question
July 20, 2020, Law360
Karen Solomon is quoted in Law360 regarding the Office of the Comptroller of the Currency’s proposed rule to clarify the “true lender” question. Ms. Solomon says, “The OCC's proposal is a clear and very straightforward way of resolving the true lender issue.” She adds the OCC makes clear in its notice that if a bank is designated the loan originator, it will ...
July 20, 2020, Law360
Dan Shallman spoke with Law360 about a bribery settlement, which may target Illinois House Speaker Michael Madigan. Mr. Shallman says Friday's filings left open some “tantalizing questions” about where the federal investigation is going for Madigan and others. He adds, “It looks bad, no question about it.” But, he says it's clear the government's investigation ...
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 ...
Summer 2020
In this video, Covington's Business and Human Rights practice team members Daniel Feldman, Tom Plotkin, and Hannah Edmonds-Camara address: how is human labor in the spotlight? how are supply chains impacted? how can companies address business and human rights challenges?
Rising Star: Covington's Adrian Perry
July 17, 2020, Law360
Adrian Perry has been named a Law360 Rising Star in Sports and Betting.
July 17, 2020, Law360
Broderick Johnson spoke with Law360 about Congress’ urgency to pass another comprehensive pandemic relief package. Mr. Johnson says, “The necessity and urgency of getting something done over the next several weeks seems pretty clear. It's in the interest of the White House, it's in the interest of House Democrats, and it's in the interest of Senate ...
And the LOTW Runners Up Are...
July 17, 2020, AmLaw Litigation Daily
AmLaw Litigation Daily named Craig Pollack, Greg Lascelles, Eddy Eccles, Jonathan Heath, Charlotte Raynor, and Alex Gudko as runners-up for "Litigator of the Week" for their comprehensive defense win in a multi-billion dollar dispute in the English Commercial Court between two Ukrainian businessmen and the firm’s client, Mr. Oleg Mkrtchan and his related ...
July 16, 2020, Global Policy Watch
On 9 July 2020, Advocate General Bobek delivered his opinion on the status of edible insects (e.g., mealworms, locusts, and crickets) under the EU novel foods rules. While insects fall under the scope of the new EU Novel Food Regulation 2015/2283, the opinion recommends the Court of Justice to deny novel food status to such...… Continue Reading
July 16, 2020, Covington Alert
On July 15, the 2020 Dietary Guidelines Advisory Committee (DGAC) released its final report to the Department of Health and Human Services (HHS) and the U.S. Department of Agriculture (USDA), outlining its recommendations for the 2020-2025 Dietary Guidelines for Americans (Dietary Guidelines). The Dietary Guidelines, a joint effort of HHS and USDA, provide the ...
July 16, 2020, Law.com
Lisa Peets is quoted in Law.com regarding the European Court of Justice’s judgment in the EU-U.S. Privacy Shield. Ms. Peets says that the judgment means that the 5,000 or so U.S. companies signed up to the Privacy Shield will have to find an interim solution until EU and U.S. officials have worked out a new data protection deal. “The invalidation of the Privacy ...
Schrems II sparks data transfer chaos and confusion
July 16, 2020, Global Data Review
Lisa Peets is quoted in Global Data Review regarding the European Court of Justice’s decision to invalidate the EU-US Privacy Shield. Ms. Peets, who represented software trade body BSA as an intervening party, says companies are unlikely to immediately stop their SCCs – saying that “halting existing transfers would be all but impossible from a practical ...
July 15, 2020, Covington Alert
In this update, we detail the key legislative updates in the second quarter of 2020 related to artificial intelligence (“AI”), the Internet of Things (“IoT”), cybersecurity as it relates to AI and IoT, and connected and autonomous vehicles (“CAVs”). The volume of legislation on these topics has slowed but not ceased, as lawmakers increasingly focus on the ...
July 15, 2020, Covington Alert
On Monday, FDA rolled out its Blueprint for Smarter Food Safety; Modern Approaches for Modern Times. The Blueprint had been nearly ready for release several months ago, but was delayed when Covid-19 required FDA to divert its resources to responding to the pandemic. The Blueprint is intended to enhance and streamline the prevention of and response to food ...
Catching Up With Covington's James Garland on COVID-19 Work and Crisis Response in the Trump Era
July 15, 2020, The National Law Journal
The National Law Journal interviewed James Garland about his experience working from home and the recent actions of the DOJ. Now that it has been four months since offices in D.C. largely closed down and he has been working from home, Mr. Garland says, “Fortunately, our practices have remained busy, even into the pandemic. So we’ve got a lot of matters still ...
July 14, 2020, Variety
Neema Sahni spoke with Variety about how COVID-19 has impacted entertainment law and negotiating force majeure clauses during the pandemic. Ms. Sahni says, “Force majeure clauses are typically boilerplate, they’re at the back of an agreement and maybe not given a whole lot of thought. I would definitely say this is the first time in my career where so much ...
July 14, 2020
LONDON—Covington secured a comprehensive defense win in a multi-billion dollar dispute in the English Commercial Court between two Ukrainian businessmen and the firm’s client, Mr. Oleg Mkrtchan and his related corporate entities. Valued at $2 billion, the complex proceedings involved wide ranging accusations of fraud made by Mr. Vitaliy Gaiduk and Mr. Sergei ...
July 14, 2020, Bloomberg Law
Holly Fechner spoke with Bloomberg Law about the U.S. Patent and Trademark Office’s goal of boosting the percentage of Black patent owners. Ms. Fechner says, “I think we have this vision of inventors as this person alone in a garage but really invention and patenting is a team sport.”
July 14, 2020
LOS ANGELES—Variety has named Covington partners Matthew DelNero, Mitch Kamin, Robyn Polashuk, and Neema Sahni to its 2020 Legal Impact Report. Variety notes that “these legal eagles made massive deals and litigated thorny disputes for entertainment industry clients, studios and networks.” In its feature, Variety notes Covington as a “go-to for TV programmers,” ...
Rising Star: Covington's Dustin Cho
July 13, 2020, Law360
Dustin Cho has been named a Law360 Rising Star in Insurance.
July 13, 2020, Covington Alert
On July 10, 2020, the U.S. Government's Federal Acquisition Regulatory Council (“FAR Council”) released a prepublication version of the interim rule governing Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. No. 115-232), and added some clarifications to definitions that impact Section 889(a)(1)(A), ...
Two Covington Partners Named to Los Angeles Business Journal's Leaders of Influence: Litigators & Trial Lawyers
July 13, 2020
LOS ANGELES—Los Angeles Business Journal has named Mitch Kamin and Ashley Simonsen to its Leaders of Influence: Litigators & Trial Lawyers, a list of the “best litigators” in Los Angeles. Mr. Kamin, co-chair of the firm's Commercial Litigation Practice Group, represents global media, entertainment, and other large companies in complex disputes. He focuses on ...
Rising Star: Covington's Ashley Simonsen
July 10, 2020, Law360
Ashley Simonsen has been named a Law360 Rising Star in Banking.
July 10, 2020, Covington Alert
On July 8, the Food and Drug Administration (FDA) submitted a report to Congress describing the results of the agency’s sampling and testing of products in the CBD marketplace. The Further Consolidated Appropriations Act, 2020 required FDA to perform the study to help determine the extent to which such products are mislabeled or adulterated. In this report, FDA ...
International Tax Cases To Watch In The 2nd Half Of 2020
July 10, 2020, Law360
Sean Akins is quoted in Law360 regarding transfer pricing cases between the IRS and four companies. Mr. Akins says that he didn't think the IRS