Stroock Adds Leading M&A and Private Equity Partner to Growing Corporate Group

Peter J. Rooney, a seasoned M&A and private equity lawyer with nearly 30 years of experience, has joined Stroock’s national Corporate Group as a partner in the New York Office. Peter joins Stroock from Morrison & Foerster, where he was a partner.

Stroock’s practice centers on representation of U.S. and multinational corporations, private equity firms and financial institutions in connection with leveraged buyouts, mergers, acquisitions, dispositions and related financings.

Over the course of his career, Peter has represented international companies and investment funds, including sovereign wealth funds from over 20 countries, investing into the United States. In addition, Peter has also represented several financial services firms, including broker-dealers, securities exchanges, and trading venues with an emphasis on the convergence of technology and financial services.

Stroock’s growing Corporate practice of nearly 20 lawyers is at home in the fast-moving, high stakes world of corporate deal-making, and goes beyond solving legal problems. The group is composed of trusted business advisors whom leading hedge funds, multinational corporations, fund managers and startups call on for customized solutions that meet their unique challenges – across a wide range of industries and transactions. Stroock’s Corporate team further supports the firm’s work in financial restructuring, commercial real estate and a broad range of complex matters in support of clients.

Stroock provides strategic transactional, regulatory and litigation advice to advance the business objectives of leading financial institutions, multinational corporations and entrepreneurial businesses in the U.S. and globally. With a rich history dating back 145 years, the firm has offices in New York, Los Angeles, Miami and Washington, D.C. For more, visit www.stroock.com.




Accomplished Privacy Risk Management Professional Jamie Danker Joins Venable as Senior Director of Cybersecurity Services

Venable LLP is pleased to announce that Jamie Danker has joined the firm as a senior director of cybersecurity services in the Washington, DC office. Danker combines her federal government and private sector experience to help clients build more trustworthy systems, products, and services through adoption of cybersecurity and privacy risk management practices.

Danker brings deep privacy, identity, and cybersecurity knowledge along with diverse perspectives from oversight, operational, and guidance organizations based on her prior roles in government and industry. Prior to joining Venable, she served as the vice president of privacy at Easy Dynamics Corporation, where she led a practice delivering privacy risk management, privacy engineering, and privacy program services. In that role she supported the National Institute of Standards and Technology (NIST) in developing the NIST Privacy Framework, released in January 2020, serving as the only contractor member of the framework’s core drafting team. She also advised the General Services Administration (GSA) in establishing a privacy-preserving attribute validation service.

Danker previously spent 10 years at the Department of Homeland Security (DHS) in various privacy roles, advocating for building privacy into the earliest stages of systems and program development. She served as the director and senior privacy officer for the National Protection and Programs Directorate (NPPD), now known as the Cyber and Infrastructure Security Agency (CISA), and was a privacy officer for the E-Verify Program and associate director for privacy compliance at the DHS Privacy Office. She is a co-author of the privacy requirements and considerations in NIST Special Publication 800-63-3, Digital Identity Guidelines. Danker began her career at the U.S. Government Accountability Office (GAO), where she led and contributed to numerous government-wide and agency-specific reviews of privacy and cybersecurity issues.

Danker received her in M.S. in Information Systems Technology and her B.A. in Information Systems from the George Washington University.




Hippo Strengthens its Legal Team with Four Key Leadership Hires

“Hippo, the home insurance group that created a new standard of care and protection for homeowners, today announced four key leadership appointments to its legal and compliance team with combined expertise in reinsurance, insurance compliance, governance, national warranty, and federal securities laws. Hippo’s latest legal appointments, who hold deep ties with key business partners and regulators within the U.S. home insurance sector, will support the growth and expansion of Hippo’s protective home insurance products to reach millions more homeowners across the country,” released Hippo in Cision PRWeb.

“Hippo’s collaborative approach to regulation is fundamental to the company’s mission to deliver intuitive and proactive protection for its home insurance customers. The company’s innovative home insurance model allows for a proactive dialogue with state and federal regulators to ensure the customer’s safety and protection remains top of mind, both in the expansion of its insurance products and in the development of new added protective offerings. Hippo’s alignment with regulators to protect homeowners creates stronger partnerships and pathways that lead to better business practices and safer homes, customers, and surrounding communities.”

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Top 25 Biglaw Firm Shares the Wealth With All U.S. Associates

King & Spalding, “the firm, ranked 21st on the Am Law 100 with $1,338,607,000 in 2019 gross revenue, announced special bonuses for associates yesterday. As one would expect from a firm with over a billion dollars in gross revenue, they’ve matched the market standard for associates, set by Davis Polk,” reports Kathryn Rubino in Above the Law’s Biglaw.

“And there’s more good news for associates in the memo, especially those in smaller market offices. The firm also announced that they are moving to a unified compensation and bonus structure for all U.S. associates, so those offices that were not previously on the $190,000 scale will see raises.”

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Amazon Legal Chief’s Pay Topped $17M During Busy Year

“The top in-house lawyer at Amazon.com Inc. received a total compensation package of nearly $17.2 million in 2020, according to the company’s annual proxy statement filed Thursday,” reports Brian Baxter in Bloomberg Law’s Daily Labor Report.

“David Zapolsky, Amazon’s general counsel since 2012, saw the bulk of his pay comprised of roughly $17 million in stock awards. He also drew a base salary of $160,000. Zapolsky has not previously been one of Amazon’s highest paid executives. He became an executive officer last year, according to Amazon’s proxy.”

“Amazon has faced an array of complex legal issues over the last year as the Seattle-based company’s fortunes soared during the coronavirus pandemic. It hired thousands of employees—including lawyers—to respond with an uptick in online shopping and an increased emphasis on workplace safety, two areas that have also have important implications for antitrust and labor law.”

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Excusable Delay and Builder’s Risk: A Reminder to Weatherproof Your Contracts

“The winter storm that brought snow, freezing temperatures, power outages, frozen water lines and bursting pipes to Texas, shutting down most construction projects in the process, forced many contractors and owners to take a look that their contracts to determine who is responsible for the ensuing delays and the costs to repair any damage,” writes Tim Fandrey in Texas Construction Law Blog.

“While each contract varies, delays generally arising from unforeseen adverse weather conditions are typically considered either a force majeure event or an otherwise excusable delay. Excusable delays, including force majeure events, are different from compensable delays. Excusable delays are no one’s fault and are beyond the impacted party’s control. Accordingly, while the impacted party is generally entitled to additional time to perform the work, they are not entitled to additional compensation. Compensable delays are delays beyond the control of the impacted party that are the cause or fault of the other party. Compensable delays entitle the impacted party to additional time and additional compensation. Force majeure events are typically extreme or severe events, or acts of God, such as hurricanes, earthquakes and tornadoes and are often treated as compensable delays.”

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What are “Drilling Operations”?

“In Sundown Energy LP, et al. v. HJSA No. 3, Ltd. P’ship the term ‘drilling operations’ meant that activities other than spudding-in new wells were sufficient to satisfy a continuous operations clause,” write Charles Sartain and Rusty Tucker Gray Reed’s Energy and the Law.

“In a lease in Ward County, 19,570 acres from the surface to the base of the Pennsylvanian formation were ‘Producing Areas’. The remainder covered all depths as to 10,880 acres plus depths in the Producing Areas below the Pennsylvanian. During the primary term, production in paying quantities from anywhere on the leased premises would maintain the entire lease. At the end of the primary term lessee Sundown was required to reassign its rights in each tract not then held by production unless Sundown was engaged in a ‘continuous drilling program.'”

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Corporate Transparency Act Requires Small Businesses to Disclose Owners

“In January 2021, Congress passed the Corporate Transparency Act of 2019 (the “CTA”) as part of the 2021 Defense Bill. Initially introduced in 2019, the CTA requires private companies to disclose their ‘beneficial owners’ to the Department of the Treasury’s Financial Crimes Enforcement Network (‘FinCEN’),” writes Wright Lewis in Dunlap Bennett & Ludwig’s In the News.

Nearly two million corporations and LLCs are formed nationwide each year, and most states, including Maryland and Virginia, do not require information about the beneficial owners (of these entities when they are formed. The District of Columbia does require information about beneficial owners. States that do not require reporting of beneficial owner information allow the beneficial owners of these companies to conceal their identities. This feature is often used to protect the owners’ privacy or for strategic reasons. Probably the most famous case of using anonymous corporations is Walt Disney, who used them to acquire vast swaths of land in Central Florida that was ultimately used to construct Walt Disney World. However, Congress and the law enforcement community were concerned that anonymous ownership of corporations and LLCs aided criminals in the commission of crimes like terrorism, money laundering, piracy, tax evasion, and securities fraud. The lack of beneficial ownership information makes it more difficult for law enforcement to investigate and prosecute these crimes. The CTA was passed in order to address this information gap and provide transparency in corporate ownership to law enforcement.

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Prominent Dallas Lawyer Accused of Agreeing to Launder Drug Money

“A prominent Dallas lawyer and DART board member has been charged in federal court with laundering what be believed was drug money for narcotics traffickers, according to the U.S. attorney,” reports Kevin Krause in Dallas News’ Crime.

“Ray Jackson, 51, of The Jackson Law Firm, was arrested Wednesday and charged with money laundering, officials said.”

“He made his initial appearance in federal court in Dallas on Friday morning and was released pending trial. If convicted, Jackson would face up to 20 years in prison for each transaction, authorities said.”

“Jackson, a criminal defense lawyer, has served on the Dallas Area Rapid Transit board since 2017 as assistant secretary after being appointed to represent Dallas by the City Council. He represented former council member Don Hill in his 2009 federal public corruption trial. Hill was convicted.”

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Unfair Contract Terms: Indemnities and Limitations of Liability

“Since 2021 will be a significant year for the unfair contract term (UCT) laws, we’ve been bringing you a series of articles on the UCT laws. This is instalment number four. It addresses indemnities and limitations of liability clauses: two contractual devices that are commonly used to allocate risk,” writes Peter Sise in Clayton Utz’ Knowledge.

“Before going any further, it is worth recapping some of the main points from our first instalment on the general rules of the UCT laws. First and foremost, the UCT laws do not apply to all contracts. The primary limit on the UCT laws’ scope is that they only apply to standard form contracts which are either a ‘consumer contract’ or a ‘small business contract’.”

“Second, a term will only be unfair if:
(i) it would cause a significant imbalance in the parties’ rights and obligations arising under the contract;
(ii) it is not reasonably necessary to protect the legitimate interests of the party who would be advantaged by the term; and
(iii) it would cause detriment (whether financial or otherwise) to a party if it were to be applied or relied on.

“All three elements must be fulfilled for a term to be unfair.”

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Biglaw Firm Give Associates Special Bonus

“The latest firm to announce bonuses is Katten Muchin, a firm that brought in $669,709,000 gross revenue in 2019, placing it at #63 in the most recent Am Law 100 ranking. The firm has of course matched the Davis Polk special bonus scale …”, posts Staci Zaretsky in Above the Law’s Biglaw.

“Although the firm’s standard billable requirement for bonuses is 2000 hours, Katten is only requiring 1900 hours annualized (including pro bono, firm citizenship, and firm legal work) for these special bonuses. The May payment is based on four months of work, and the September payment is based on eight months of work. The firm is offering two catch-up payment periods in August and December so that everyone will have the opportunity to reap these rewards.”

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Little Caesars Pizza, Smoothie King Tout Legal Appointments

“Little Caesars Enterprises Inc. and Smoothie King Franchises Inc., two privately held eateries with ruling aspirations to their names, unveiled new roles this week for two top in-house lawyers,” reports Brian Baxter in Bloomberg Law’s Business & Practice.

“Smoothie King, the world’s largest smoothie brand, disclosed April 13 that it hired Joshua Nicosia as chief legal officer in March. Nicosia is a former general counsel and head of franchise development at rival smoothie chain Jamba Juice Co.”

“Little Caesars Enterprises, the parent company of the Detroit-based pizza chain of the same name, announced April 12 its promotion of general counsel and vice president of business support services Erin Martin to the newly created role of chief of staff. Martin will retain her legal duties, said company spokeswoman Lara Zade.”

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A $16 Billion Firm? It’s Coming if Kirkland Repeats Its Decade

“It’s always a big day when Kirkland & Ellis’ year-end financial results are unveiled. There was even an extra little buzz this year after the Financial Times reported in January that the firm may be the first to crack $5 billion in revenue,” opines Roy Strom in Bloomberg Law’s Business & Practice.

“The semi-official results came in last week, and the firm’s top line didn’t quite reach $5 billion. Still, Kirkland did have another blowout year: revenue up 16% to $4.8 billion, and profits per equity partner up nearly 20% to nearly $6.2 million, The American Lawyer reported.”

“Here’s why Kirkland is on my mind today: In a year of financial returns that look like historical anomalies, the firm’s performance didn’t really stretch the imagination. It has been putting up eye-popping numbers for a while now.”

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Massachusetts Supreme Court Calls Foul on Departing Attorneys

“Lateral attorney transitions, particularly partner transitions, are often fraught with legal and ethical issues. While they are typically not as dramatic as the one described in Governo Law Firm v. Kendra Bergeron, et al., SJC-12948 (Mass. Supreme Judicial Court), the opinion, released from Massachusetts’ highest court on April 9, 2021, could have wide implications for how courts view law firm partners who engage in misconduct on their way out the door,” write Trisha M. Rich and Trisha in Thompson Holland & Knight’s Insights.

“The facts of the Governo case are worth examining in some detail. The Governo Law Firm (GLF) was a Massachusetts firm that specialized in asbestos defense litigation. Asbestos defense is generally paid for by cost-conscious insurance companies that consider a firm’s efficiency when determining which one to hire. GLF, during the course of two decades, created a “treasure trove” of proprietary materials that were an important marketing tool because of the efficiencies that they created. This trove consisted of three basic types of information: 1) a research library that was developed over 20 years and contained more than 10,000 documents related to asbestos litigation, including witness interviews, expert reports and investigative reports; 2) databases that organized the research material into categories sortable by multiple criteria, including by legal theory or client; and 3) certain administrative files that included office manuals, an employee handbook, marketing materials and client lists.”

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Matthew Stirneman Joins Chamberlain Hrdlicka’s Houston Office as a Senior Counsel in the Corporate, Securities & Finance Practice

Matthew Stirneman recently joined the Houston office of the national law firm, Chamberlain Hrdlicka, as senior counsel in the Corporate, Securities & Finance practice.

At Chamberlain Hrdlicka, Stirneman will focus on corporate finance, securities, real estate, energy, and other general business matters, including representing borrowers, financial institutions, private equity firms, and others in structuring, negotiating and documenting financing transactions. He also has experience handling a broad range of business transactions, including mergers, acquisitions, dispositions, and related corporate matters.

Prior to joining the firm, Stirneman was an attorney at a large law firm in Houston, where he represented lead agents, lenders, private equity firms and borrowers in various industries in connection with a broad range of secured and unsecured bilateral and syndicated financing transactions including asset-based facilities, reserved based facilities, project financings, debtor-in-possession financings, letters of credit, and hedging transactions.

Stirneman graduated from the University of Texas at Austin with a bachelor’s degree in business administration and marketing and earned an MBA from Texas A&M University. He obtained his law degree from South Texas College of Law. He is an active member of the American Bar Association, the Houston Bar Association, the Houston Young Lawyers Association as well as the State Bar of Texas: Oil, Gas and Energy Resource Law Section.




General Counsel Institute – Going Beyond Legal

Berkeley Law Executive Education and The Peer 150 announce the opening of registration for The General Counsel Institute, a virtual professional development program for mid-career in-house counsel taking place over four half days in June 2021.

The General Counsel Institute is Going Beyond Legal.

The multi-day, virtual program for in-house attorneys will bring together a wide range of executives from the C-Suite and beyond to discuss how they work with, and are impacted by, in-house legal professionals. Sessions will include fireside chats between CEOs and their GCs, presentations by CFOs and CIOs, and talks by other leaders who will share their experiences working cross-functionally to achieve organizational goals.

The program will run over four half days in June.

Learn more and register.




Eversheds Sutherland Strengthens International Tax Practice with Accomplished Partner Jonathan Sambur

Eversheds Sutherland is pleased to announce that Jonathan A. Sambur has joined the Tax Practice Group as a partner, expanding the firm’s tax practice with a focus on advising global financial institutions. Prior to joining Eversheds Sutherland, Sambur served as a partner in Mayer Brown’s tax transaction practice.

Based in the firm’s Washington DC office, Sambur helps financial institutions, investment funds and multinational companies achieve success in their cross-border activities by providing comprehensive US tax and regulatory advice. He regularly counsels clients with respect to US information reporting and withholding tax obligations, US federal tax issues affecting foreign businesses and individuals operating in the United States, as well as, US federal tax issues affecting US businesses operating outside the United States.

Exceeding 150 tax practitioners in more than 20 countries, the firm’s international tax team is devoted to the increasingly complicated field of international tax. Sambur’s arrival to the US-based team signals another step in the firm’s efforts to provide clients with the most comprehensive international tax guidance on a global scale.

Prior to joining private practice, Sambur began his career serving as an attorney at the IRS Office of Associate Chief Counsel (International). During his time with the IRS, Sambur was the principal author of several Treasury regulations and other international tax guidance, and managed a diverse caseload involving international, corporate and partnership tax issues.

Sambur is the third lateral partner added to Eversheds Sutherland’s Tax Practice Group in the last six months, following the recent additions of SALT-focused Partners Breen Schiller and Nikki Dobay. This continued growth underscores the firm’s goal to provide clients with the most skilled and talented practitioners across the tax field.




Bradley Welcomes Jennifer Morrison Ersin as Counsel in the Construction Practice Group

Jennifer ErsinBradley Arant Boult Cummings LLP is pleased to announce that Jennifer Morrison Ersin has joined the firm as counsel in the Construction Practice Group.

Ersin represents clients in arbitrations in all sectors, including construction, natural resources and agribusiness. She focuses on managing disputes arising from large-scale infrastructure projects and has assisted with environmental land loss and contamination litigations. Her experience includes determining case strategy, preparing substantive filings, liaising with arbitral institutions, assisting witnesses and experts with testimony, cross-examining witnesses and experts, and giving oral arguments at arbitration hearings in cases arising from sovereign states’ breaches of investment treaties and infrastructure agreements.

Ersin earned her J.D. from Columbia Law School and her A.B. from Georgetown University.

Bradley was named the nation’s “Law Firm of the Year” for Construction Law in the 2020 and 2018 editions of U.S. News & World Report – Best Lawyers “Best Law firms.” The award is particularly significant since only one law firm in the United States per legal practice area receives this recognition each year. The Construction Practice Group was also named a 2020 Practice Group of the Year by Law360. Attorneys in the firm’s Construction Practice Group counsel clients on projects in the United States, Canada and Mexico, as well as more than 35 countries across Europe, Asia, Africa, Australia, the Middle East, the Caribbean, and South America. Many of the firm’s construction attorneys have degrees in engineering, building science or architecture and have previous practical experience working in the construction industry.




SK Reaches $1.8B Settlement With LG That Will Save Georgia Plant

“Korea’s SK Innovation has agreed to pay 2 trillion won (about $1.8 billion) to rival electric vehicle battery maker LG Energy Solution to settle their ongoing legal dispute, a move that will allow SK to finish out its $2.6 billion investment in Georgia and save thousands of future jobs,” reports Trevor Williams in Global Atlanta’s South Korea.

“SK said it would pay LG Energy Solutions via a lump sum and an ongoing royalty, and both parties withdrew all pending legal disputes and agreed not to launch new claims for at least a decade.”

“SK said the clarity around the legal disputes would result in ramping up its phase-one plant and building a second adjacent one more quickly. The companies said they had decided to mend their dispute “amicably” for the good of the country’s environmental goals.”

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Big Company General Counsel Join Big Law Voting Rights Statement

“Nearly 20 current and former general counsel of major corporations have joined Big Law leaders in signing a statement opposing voter disenfranchisement, following changes to Georgia’s voting laws,” reports Ruiqi Chen in Bloomberg Law’s Business & Practice.

“The top lawyers that have signed the letter represent companies like American International Group Inc., Starbucks Corp., ViacomCBS Inc., and Bristol Myers Squibb Co. None of the in-house leaders who had signed the statement as of Monday afternoon work for Georgia-headquartered companies.”

“More than 60 leaders of AmLaw 100 firms have also signed on in support of “making voting easier, not harder, for all eligible voters,” said the statement, which was circulated among legal industry leaders by Paul Weiss Chairman Brad Karp and AIG General Counsel Lucy Fato.”

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