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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.
Represented Johnson & Johnson in a $2 billion registered public offering of its investment grade debt securities.
Represented JLG in its $3.2 billion merger with Oshkosh Truck.
Represented Joy Global Inc. in its $1.1 billion acquisition of LeTourneau Technologies from Rowan Companies, Inc. and the subsequent $375 million sale of LeTourneau's drilling systems business to Cameron International.
Represented NHL in connection with its entry into a joint venture with Silver Chalice Partners, Sports Illustrated and Major League Baseball Advance Media for the creation and launch of 120 Sports, the first multi-sport, league-created digital network in the United States. In addition to MLB and NHL content, the digital network will include content from the NBA, NASCAR and a number of college conferences. The network is expected to offer 24/7 programming on an unauthenticated basis, including live sports highlights and related news programming.
Prepared ruling requests for a major Japanese electronics company and its U.S. subsidiaries with respect to classification, government procurement, and foreign-origin marking issues.
In 2014 and 2015 to date, we have represented issuers or underwriters in 22 initial public offerings, including IPOs for UniQure, Horizon Discovery Group, Bankwell Financial Group, Bellicum Pharmaceuticals, Kite Pharma, Indivior plc and Automobile Association.
Represent Calpine’s JFK Energy Center (KIAC Partners) as project counsel, including in the original structuring and planning of the project, a $175 million combined bank facility and bond financing and a $250 million Rule 144A bond refinancing, structuring and negotiating numerous commercial contracts, and achievement of commercial operations.
Represented Jefferies as sole book running manager to Jefferies Group, Inc. in an aggregate of $1 billion of senior notes, comprised of two tranches of notes, $600 million of 5.125% Senior Notes due 2023 and $400 million of 6.5% Senior Notes due 2043.
Represented Joy Global in its $1.5 billion acquisition of International Mining Machinery Holdings Ltd.
Represented Jefferies, Credit Suisse and Cowen and Company, as underwriters, in a $127.5 million initial public offering by Kite Pharma, Inc. on Nasdaq and a $188 million follow-on public offering of common stock.
Represented Kit Check in the development of their service and customer agreements for hospitals and business partners relating to Kit Check’s pharmacy kit automation system and services.
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.
Represented the Microwave Materials Group and Emerson & Cuming Microwave Products in their sale to Laird Holdings.
Represented Kamylon Capital and its portfolio company, Forgitron Technologies LLC, in the sale of substantially all of Forgitron’s assets to Accuride Corporation.
Represented Kerr-McGee Corporation in its $18 billion sale to Anadarko Corporation.
Represented The Kennedy Trust for Rheumatology Research (a UK charitable trust which currently funds a major research institute at Oxford University) in the structured sale of a portion of its worldwide royalty interests in Remicade and Simponi.
Represent Wilmington Trust Co., as administrative agent and collateral agent for debtor in possession financing in this Chapter 11 case.
Represent Office Cherifien Des Phosphates as member of creditors committee in this Chapter 11 case.
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.
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.
Advised Microsoft in relation to the data protection aspects of the purchases of Nokia’s device and services business and Skype.
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.
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.
We helped a client navigate a range of issues unique to RAC contracts with the Centers for Medicare and Medicaid Services (CMS).
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.
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.
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.
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.
Represented Keefe, Bruyette & Woods, as underwriters, in the $38.12 million initial public offering by National Commerce Corporation on Nasdaq.
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.
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.
Represent officers and directors of and shareholders in this Chapter 11 debtor in connection with adversary proceedings in which plaintiffs assert fraudulent conveyance, breach of fiduciary duty, illegal dividend, and other claims. We also represented Lyondell in connection with insurance coverage disputes.
Represented Steve Ballmer in his $2 billion acquisition of the Los Angeles Clippers from The Sterling Family Trust.
Advise high-net-worth individuals on the vetting of political contributions and tax issues related to their support for tax-exempt groups.
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.
Represented a major U.S. investment bank in developing and structuring a liquidity alternative for auction rate securities investors.
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.
Represented Lombard Medical in its $55 million initial public offering on Nasdaq and re-domiciliation.
Represented Microsoft in the $4.5 billion winning bid in the auction of Nortel Networks Corporation’s 6000 patents and patent applications.
Represented Microsoft in the $1.1 billion acquisition of 800 patents from AOL, and its $550 million sale to Facebook of the right to acquire a portion of the AOL portfolio.
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.
Represented Microsoft, as IP, commercial, and regulatory counsel, in its $7 billion purchase of substantially all of Nokia’s devices & services business.
Advised MedImmune Ventures as lead investor in the Series A Preferred Stock financing of G1 Therapeutics. G1 Therapeutics uses small molecule therapies that act by a novel mechanism to potentially prevent the hematological side effects of exposure to ionizing radiation and cancer chemotherapy, as well as other possible uses.
Represented the PGA of America, the USTA, the U.S. Olympic Committee, the American Athletic Conference, the A-10 Conference, the Chicago Cubs, and the LA Clippers (among others) in connection with the negotiation of their media rights agreements.
Represented Chapter 11 trustee and represent Plan Administrator in insurance coverage matters.
Represented Megabus in call center service outsourcing agreement.
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.
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.
Represented Telular Corporation in its $253 million acquisition by Avista Capital Partners.
Represented AT&T in antidumping proceedings related to telephone systems for small businesses.
Filed a Supreme Court amicus brief on behalf of a government contractor trade association in support of a U.S. Navy contractor being sued for unwanted text messaging. The proposed class action raised significant questions regarding the application of derivative sovereign immunity to private contractors performing work on behalf of the federal government.
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.
Represented Synchrony Financial as bank regulatory counsel in its $2.875 billion initial public offering on NYSE.
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.
Represented Temasek Holdings in various matters, including its investment in Merrill Lynch.
Represented TouchTunes Music Corporation in its acquisition of White Rabbit Game Studio, LLC.
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.
Represented the largest U.S. sugar importer in an antidumping and countervailing duty investigation.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Represented private equity firm Veritas Capital as regulatory counsel during its pending acquisition of Alion Science & Technology Corporation, a leading provider of engineering services to the Department of Defense. We handled government contracts, trade controls, and national industrial security due diligence.
Represented 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.
Assisted a life sciences company in connection with a substantial prior disclosure concerning the proper Customs valuation of certain R&D materials imported into the United States.
Represented contractors in negotiating and administering contracts to design, build, finance, own, and operate energy and water and wastewater facilities on U.S. military bases, leaving the military to perform its core functions.
Advised VantagePoint Ventures Partners in connection with the Series A and Series B Preferred Stock financing of VionX Energy Corporation, which develops advance flow battery energy storage systems.
Represented various additional parties before Team Telecom on matters not requiring CFIUS review, including LightSquared, BT, and Iridium Satellite.
Represented Nuclear Safety Associates in its acquisition by WS Atkins.
Successfully represented a client’s intellectual property interests and achieved a successful resolution of a WTO trademark dispute.
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.
Represent First Wind in connection with coverage and related bankruptcy issues arising under debtors’ liability insurance policies in this Chapter 11 case.
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.
Represented WSFS Financial Corporation in its acquisition of First Wyoming Financial Corporation.
Advised a leading information technology company and represented them before the U.S. and EU governments in the WTO debate on e-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.
Represented a major U.S. textile manufacturer and its European parent company in connection with a proposed Section 592 penalty in excess of $500,000, arising from various alleged classification and valuation errors.
Represented Trinity Equity Investments I, LLC in its investment in, and recapitalization of, Ricerca Biosciences, LLC, which was completed in connection with Ricerca’s acquisition of the Discovery and Preclinical business of MDS Pharma Services.
Represented Tricadia Capital Management as lead investor in the recapitalizations of Highlands Union Bank, a subsidiary of Highlands Bankshares, and Bank of Virginia, a subsidiary of Cordia Bancorp.
We represented UBS in the SEC registration of $21 billion of Auction Rate Securities Rights offered to clients of UBS as part of its entry into a settlement agreement with the SEC and other securities regulators relating to auction-rate securities.
Represent Fortune 100 companies in the consumer goods, health insurance, and technology industries with respect to sensitive, ongoing securities disclosure, and compliance matters.
Removed a construction dispute involving several hundred million dollars from state to federal court, which was a superior forum for asserting various federal defenses on behalf of our government contractor client. We defeated the plaintiff’s efforts to send the case back to state court, successfully arguing that the case properly was removed under the federal officer removal statute because of the significant role played by the federal government in the construction project.
Served as communications regulatory counsel to Tribune Company in its $2.73 billion acquisition of Local TV Holdings, LLC.
Represented UBS in the negotiation of a new long-term services agreement with Bloomberg for the calculation and administration of commodities indices.
Successful representation of CBS Corporation, The Walt Disney Company, Twenty-First Century Fox, Inc., Scripps Networks Interactive Inc., Time Warner Inc., Univision Communications Inc., and Viacom Inc. Borrego Solar Systems, Inc. against the Federal Communications Commission (FCC) in connection with the disclosure of programming contracts with pay-TV providers as part of the FCC’s review of pending cable and satellite mergers.
Represented Electricité de France in antidumping and countervailing duty proceedings related to low enriched uranium.
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.
Represented a Fortune 100 company in a multi-million dollar dispute with the customs authority in a foreign country with respect to the proper valuation of U.S. goods exported to that country.
Represented University of Pennsylvania in the structured sale of a portion of its worldwide royalty interests in Juxtapid.
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.
Served as communications regulatory counsel to Univision in filing for an initial public offering of Class A common stock in the United States on July 2, 2015.
Represented 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.
Advising a Fortune 50 company during the negotiation of an Other Transactions agreement with an Intelligence Community customer.
We represented both companies in SABIC’s acquisition of the GE Plastics business.
Provided foreign-origin and “Made in USA” marking advice to manufacturers in the life sciences, automotive, machine tooling, and consumer electronic industries.
Represented Procter & Gamble in its sale of Noxema skin care brand in the US, Canada, and certain portions of Latin America to Alberto Culver.
Represented Incline Equity Partners in the sale of portfolio company Portec Group to The Interroll Group.
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.
Represented Rolls-Royce in the acquisition of R.O.V. Technologies, Inc. by Rolls-Royce’s technical services subsidiary, R. Brooks Associates.
Represented Chris Hansen and Steve Ballmer in connection with their purchase of a limited partnership interest in the Sacramento Kings from this Chapter 11 debtor.
Represented Coty, Inc. in its $380 million sale of the Orajel brand and other brands of Del Pharmaceuticals to Church & Dwight.
Represented Salix Pharmaceuticals Ltd. in its $2.6 billion tender offer acquisition of Santarus Inc.
Represented Pioneer Natural Resources in the sale of leasehold interests in Wolfcamp Shale to Sinochem.
Represented Salix Pharmaceuticals, Ltd. in its $2.6 billion acquisition of Santarus, Inc.
Represented Salix Pharmaceuticals in its $1.95 billion acquisition financing and an additional $150 million revolving credit facility in connection with its acquisition of Santarus, Inc.
Represented Omthera Pharmaceuticals in its $443 million merger with AstraZeneca.
Negotiated the sale of satellite sports content to Army Non-appropriated Fund Activity.
Represented ThreatGRID, Inc. in its sale to Cisco Systems, Inc.
Represented Procter & Gamble in its sale of ThermaCare to Wyeth Consumer Healthcare.
Representation of an international fund sponsor in connection with a $825 million India focused private equity fund focusing on stressed companies, distressed companies and special credit opportunities in India using a multi-vehicle platform.
Representation of an international fund sponsor in connection with the launch of a fully AIFMD compliant fund targetin