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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.
Representation of Knowles Electronics in the ITC Section 337 Investigation: Certain Surface Mount MEMS Microphones and Products Containing the Same, USITC Inv. No. 337-TA-700 (Respondent).
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.
BiddingForGood, Inc., in its sale to FrontStream Holdings, Inc. a portfolio company of Arsenal Capital Partners.
Advised BiddingForGood in its recent Series E financing. BiddingForGood is the leading online auction platform for charitable entities.
Represented 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.
Represented Oplink Communications in its $445 million acquisition by Koch Industries.
Representation of the investment manager and general partner of Octavian Special Master Fund, L.P., and its onshore and offshore feeder funds in connection with a complex reorganization, including: an investment in the funds by a TPG affiliate; a concurrent offer to existing fund investors to have their interests in the funds repurchased; and the takeover by TPG affiliates of the investment management and general partner responsibilities for such funds.
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.
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.
Represented PG&E Corporation in the restructuring of its regulated utility and as co-proponent of PG&E’s confirmed plan.
Achieved favorable resolution for Patagonia in a putative class action alleging wrongful collection of personal information in connection with credit card transactions.
Represented investment funds affiliated with OrbiMed Advisors in connection with a $90 million senior secured credit facility to Iroko Pharmaceuticals to finance the commercial launch of a pharmaceutical product.
Represented OrbiMed Advisors in a number of proposed and completed debt financings, including a $25 million secured loan to, and synthetic royalty purchase from, Bacterin International Holdings, Inc.
Represent debtor in chapter 11 case with respect to insurance matters in connection with asbestos liabilities.
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.
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.
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.
Represented The National Football League on its next generation data collaboration with Sportsradar, a European sports data company.
Represented the NFL in the $1.4 billion sale and related $200 million financing of the Buffalo Bills franchise to Terry and Kim Pegula.
Represented a large social-media platform in connection with the development and implementation of new online advertising products.
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.
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.
Advising remanufacturers and refurbishers of consumer products as to FTC and state law regulating their ability to describe products as “new.”
Representation of the National Football League in connection with its deal to extend DirecTV's exclusive rights to carry NFL Sunday Ticket in a multi-year agreement.
We represented a coalition of Foreign Exchange Intermediaries in obtaining and implementing CFTC relief under Dodd-Frank provisions relating to derivatives, permitting continuation of their business operations.
The SAFETY Act, administered by the U.S. Department of Homeland Security, provides liability protection to the makers and users of anti-terror technology in the event of a terror attack. We have successfully guided clients from virtually every major industry in the United States, including government contractors, airports, port authorities, chemical companies, large sports stadiums, and professional sports leagues, through the SAFETY Act application process and secured SAFETY Act protection for a wide range of technologies.
Advising OCP S.A. in all aspects of its commercial and strategy and its prospective investments in North Africa, Latin America, Europe, U.S. and Turkey by means of joint ventures, equity and mergers and acquisitions.
Represented OCP in its R$145 million acquisition of an approximately 10% stake in Fertilizantes Heringer S.A.
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.
Represented Microsoft as a principal member of the consortium submitting the winning bid for the worldwide licensing and patent portfolio of Nortel for $4.5 billion.
Represent Prosper Marketplace in a variety of securities advisory and transactional matters, including in a first-of-its-kind registration of $500 million of borrower dependent notes and restructuring into a bankruptcy remote vehicle, several rounds of venture financings, as well as ongoing disclosure, SEC reporting and SEC regulatory matters.
Represented Northwestern University, and an inventor affiliated with Northwestern University, in a series of royalty monetizations (structured both as sales and as financings through special purpose vehicles), including Northwestern’s 2007 sale of a portion of its worldwide royalty interest in Lyrica for $700 million, the largest monetization of a royalty stream for a single pharmaceutical product.
Drafted privacy-related provisions for use in data processing and outsourcing arrangements and advised on state and tort-based employee privacy laws in connection with a proposed acquisition.
Prepared extensive privacy training materials and participated in training sessions for employees of European subsidiaries of a U.S.-based 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.
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.
Advised major airline in relation to data ownership, privacy and security provisions in sales and distribution agreements with online travel agencies and global distribution systems.
Advised EverString Innovation Technology in a $12 million Series A financing.
Represented Procter & Gamble in the $3.1 billion sale of its global pharmaceuticals business to Warner Chilcott.
Represented Rafael Advanced Defense Systems on various matters, including in its acquisition of the remaining membership interests in Cubic Advanced Technical Systems.
Represented Prysmian S.p.A. in its acquisition of Draka Holdings.
Represented Union Pacific Railroad as the largest creditor in this Chapter 15 cross-border bankruptcy case.
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.
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.
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.
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.
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.
Advised Prosper Marketplace, Inc. in its acquisition of American Healthcare Lending, LLC and merger with Prosper’s wholly owned subsidiary, Prosper Healthcare Lending, LLC.
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.
Represented Pepco Holdings, Inc. and its subsidiaries as corporate and securities counsel for over 25 years, including representation in over $6.6 billion of securities offerings since 2002.
Advised Prosper Marketplace in its last six rounds of financing, including its most recent $165M Series D financing.
Represented Patriot Financial Partners in its investments in in BNC Bancorp and Palmetto Bancshares.
Represented Chapter 11 debtor in its bankruptcy liquidation.
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 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.
Represented Pepco Holdings in its $1.7 billion sale of electric generation assets to Calpine Corporation.
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.
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.
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.
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.
Advised a Fortune 50 company with respect to the proper classification of personal care products.
Represented Perseus LLC in connection with its convertible debt investment in PhotoMedex, Inc., a publicly traded medical devices company, to finance the acquisition of the operations of Photo Therapeutics Ltd.
Advised AstraZeneca as lead investor in a $20 million Series C funding round of PhaseBio Pharmaceuticals, a clinical-stage biopharmaceutical company.
Represent Alps Electric Co. Ltd., as a member of the creditors’ committee in the Polaroid Chapter 11 case and as a large unsecured creditor in the Polaroid Chapter 7 case following conversion.
Advised major pharmaceutical, consumer products, and energy companies, as well as universities, concerning IP rights under CRADAs for technology transfers at national laboratories.
Representation of leading secondary market participants for the last ten years in transactions totaling in excess of $10 billion.
One of the leading FARA cases is Attorney General v. Covington & Burling, which established that the attorney-client privilege survives a FARA registration.
Represented The Bank of New York Mellon Trust Company, N.A. as indenture trustee for $1.3 billion in senior unsecured notes and member of creditors’ committee in this Chapter 11 case.
Represented 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.
Represented WWE in the launch of the WWE Network, a direct-to-consumer, subscription-only, online video channel that will air round-the-clock programming, including new programs and matches, an on-demand service, WrestleMania, and a six-decades-deep library for $9.99 a month. This is one of the first sports “over the top” offerings in the United States and the transaction received a great deal of publicity as a result.
Representation of PineBridge Investments (formerly AIG Investments) in connection with the formation of numerous private equity funds targeting investments in emerging markets, including Africa, Asia, Brazil, Central and Eastern Europe, Israel, Latin America, the Middle East and Russia.
Represent Wilmington Trust Company, as indenture trustee for $49 billion of bonds and as Co-Chair of creditors’ committee.
Represented Lightbridge Communications in its $240 million acquisition by Tech Mahindra Ltd.
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.
Represented private equity firm Lindsay Goldberg and PAE as regulatory counsel in six different M&A transactions that have grown PAE to a defense contractor with annual revenue in excess of $2 billion. Our work began in 2011 with Lindsay Goldberg’s acquisition of PAE from Lockheed Martin, and continued through to PAE’s acquisitions of Defense Support Services, CSC’s Applied Technology Division, USIS’s Global Security and Solutions Business, and A-T Solutions and to Lindsay Goldberg’s 2016 sale of PAE to Platinum Equity. Our work in each of these deals has included government contracts, national security, trade controls, and anti-corruption due diligence and advice on transaction structuring, novations, and regulatory approvals.
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.
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.