Practical Law will present a free 60-minute webinar reviewing the year in M&A. During the webinar, Daniel Rubin, Senior Editor, Practical Law Corporate and M&A, will analyze what’s market data and review critical M&A trends, unique transactions and highlights from 2016 that may affect your practice in 2017.

The event will be Wednesday, Feb. 1, at 1 p.m. EST.

The presenter will discuss:

• Trends in deal size and deal volume among strategic and financial buyers, including the year’s swell of busted deals.
• The use of cash and stock consideration in public M&A deals in 2016.
• The continuing influence of shareholder activism on the M&A market.
• Legal developments and trends from 2016 that will influence deal-making in 2017.
• And more.

Also, participants may check out What’s Market, which provides a continuously updated database of agreements covering a range of corporate, securities, finance and commercial topics, including public merger agreements and spin-offs. In the public merger agreements database, readers can analyze and compare negotiated terms, such as fiduciary outs, matching rights, termination fees and pricing collars, across multiple deals. What’s Market also contains links to the underlying public documents.

A short Q&A will follow.

Presenter:
Daniel Rubin, Senior Legal Editor, Practical Law Corporate and M&A

Following the webinar, email links will be provided to these Practical Law resources:

Making Good Use of Special Committees.
Preparing a Portfolio Company for Sale.

Register for the webinar.

National law firm Dykema announced the addition of Bryan J. Johnson to its Litigation Department as a member in the firm’s Chicago office. Prior to joining Dykema, Johnson practiced in the Chicago office of Cozen O’Connor (formerly Meckler Bulger Tilson Marick & Pearson LLP).

The firm’s news release continues:

In his practice, Johnson helps businesses resolve disputes with a focus on complex commercial, professional liability, construction and employment litigation matters. In addition to his litigation work, Johnson also counsels corporate clients regarding a broad range of transactional matters, including business formation, contract negotiation, strategic organizational and operational considerations, and provides risk assessment and risk minimization advice.

“We are extremely happy to welcome Bryan to our Chicago office,” said Michael Borders, Vice Chairman of Dykema and Office Managing Member of the firm’s Chicago office. “His broad experience in litigation strengthens our deep bench in Chicago and across our platform.”

Bryan is an active member of the Chicago Bar Association, having previously served as Chair, Vice Chair, and Legislative Liaison to its Commercial Litigation Committee.

Johnson received his J.D. from the DePaul University College of Law, and a B.S., cum laude, in Finance from Truman State University.

Join Our LinkedIn Group

Hotel brand and management company Dream Hotel Group announces the appointment of Laura Mutterperl as Executive Vice President and General Counsel.

Mutterperl, with nearly a decade of experience in driving hotel strategy from a business and legal standpoint, will play a key role in advancing the company’s growth, the company says in a news release.

The release continues:

Home to Dream Hotels, Time Hotels, The Chatwal and Unscripted Hotels brands, Dream Hotel Group encompasses three business lines: Proprietary Brands, Hotel Management and Dining & Nightlife.

“We are thrilled to announce the addition of Laura Mutterperl to our team,” said Jay Stein, Chief Executive Officer, Dream Hotel Group. “With her extensive experience in hospitality and invaluable background in legal counsel, Laura is an ideal fit for the role of Executive Vice President and General Counsel as we continue to drive brand growth.”

Mutterperl joins Dream Hotel Group from Starwood Hotels and Resorts, where she was Vice President and Associate General Counsel. At Starwood, Mutterperl served as a point person across strategic planning and implementation in business operations and hotel development. She also has extensive experience as lead counsel across the restaurant, retail and spa businesses. Based primarily in North America, she also handled matters in Asia and the Middle East and worked for a stint in Starwood’s Asia Pacific headquarters. Mutterperl joined Starwood from Kirkland & Ellis, where she advised clients across private and public transactions, including mergers and acquisitions, financings, joint ventures, public offerings, corporate governance and other corporate matters.

“I am honored to join Dream Hotel Group as the company enters an exciting new phase of growth and development,” said Laura Mutterperl, Executive Vice President and General Counsel, Dream Hotel Group. “I’m looking forward to being part of the Dream team as we continue to expand the group’s new and existing lifestyle brands and operations.”

Laura Mutterperl graduated from Harvard College with honors and earned her JD from Harvard Law School. She joins Dream Hotel Group’s executive office in New York.

Join Our LinkedIn Group

DLA Piper announced today that Ron Holland, Ellen Bronchetti and Pankit Doshi have joined the firm’s Employment practice as partners in the San Francisco office.

The firm’s news release continues:

Holland, Bronchetti and Doshi represent employers in state and federal wage and hour, trade secret misappropriation, whistleblower, wrongful termination, harassment, discrimination, statutory leave, retaliation and breach of contract claims, including complex class actions and representative action litigation across the country. They counsel employers to prevent employee-related problems before they become lawsuits, including conducting manager and employee training, strengthening workplace policies and procedures, and advising on hiring and termination issues. They also bring significant experience in preparing executive employment agreements, restrictive covenants and compliance audits.

Holland, Bronchetti and Doshi represent all types of employers, from startups to multinational corporations, in the airline, automotive, entertainment, financial services, healthcare, hospitality, manufacturing, pharmaceuticals, retail, technology, telecommunications and transportation industries.

Holland and Bronchetti, nationally recognized labor lawyers, also advise companies on labor arbitrations, corporate campaigns, union negotiations, organizing campaigns and unfair labor practice proceedings.

Doshi also serves as President-Elect of the National Asian Pacific American Bar Association, which represents the interests of over 55,000 lawyers and over 75 national, state, and local bar associations across the country.

“Ron, Ellen and Pankit are among the top practitioners in their field and bring years of experience that will further strengthen our Labor and Employment practice and provide key insight to clients from around the world” said Sang Kim, Northern California regional managing partner and member of the firm’s Global Board. “Further, this group understands the nuances and complexities of California, which continues to be at the forefront of employment law issues, including wage and hour, misclassification, pay equity, compliance with the Americans with Disabilities Act and harassment and discrimination matters.”

“Ron, Ellen and Pankit are a terrific team and we’re excited to add this talented group. Ron and Ellen are among the top traditional labor lawyers in the country and they add a significant depth to our nationwide labor practice,” said Michael Sheehan, DLA Piper’s global co-chair of Employment and chair of the US Employment practice. “Their collective leadership and skills advising clients in both traditional markets and the gig economy, paired with DLA Piper’s global platform, will provide a tremendous value for our clients.”

Holland, Bronchetti and Doshi join from Sheppard Mullin Richter & Hampton’s San Francisco office. Holland received his J.D. from Fordham University and his B.S. from Cornell University. Bronchetti received her J.D. from Northeastern University and her B.A., magna cum laude, from Boston College. Doshi received his J.D. from Loyola Law School and his B.A., magna cum laude, from California State University, Los Angeles.

Join Our LinkedIn Group

With the U.S. House, Senate and presidency all soon to be in Republican hands and with all agreeing that a major tax bill is a top priority, some kind of change to the American taxation system appears likely to happen, according to The New York Times.

Writer Neil Irwin says that change may turn out to be “a very big deal, particularly if a tax plan that House Republicans proposed last summer becomes the core of new legislation.”

That plan is known as a “destination-based cash flow tax with border adjustment.” Supporters of the plan say it could address the situation of companies using overseas holding companies and corporate inversions to lower taxes, Irwin writes.

Read the NYT article.

Join Our LinkedIn Group

CloudNine will present a webinar covering  key terms, rules, duties and case law needed to meet the challenging discovery obligations that attorneys will face in 2017, the company reports.

The event will be Wednesday, Jan. 25, 2017, at 1 p.m. EST.

Presenters will be Doug Austin, Vice President of Operations and Professional Services for CloudNine; and Karen DeSouza, CloudNine’s Director of Review Services, In-House Counsel, and a Professional Services Consultant.

The webinar will cover:

+ Key Terms
+ Phases of the EDRM
+ Rules Regarding Electronically Stored Information (ESI)
+ Competency Ethical Duties of Attorneys Regarding eDiscovery
+ Top Ten Important Cases in the Evolution of eDiscovery Best Practices
+ Useful Resources for eDiscovery Continued Education

Register for the webinar.

Join Our LinkedIn Group

Nuclear plants, which today provide 20 percent of U.S. electric power and 62 percent of U.S. carbon-free electric power, are disappearing – through closures and early retirement – at a faster rate than the EPA forecasted due to a variety of economic, regulatory and political factors, according to an article published by FTI Consulting Inc.

Compliance with the federal Clean Power Plan would require increased reliance on new natural gas, wind and solar capacity will need to be installed to replace the dwindling nuclear power capacity, resulting in higher electricity prices.

A study by FTI Consulting found that current nuclear capacity would need to be preserved for the CPP’s goals to be achieved without a significant rise in wholesale electric prices, especially in the Eastern Interconnection.

Read the article.

Two of the nation’s largest credit reporting bureaus, TransUnion and Equifax, will together pay more than $23 million in fines and refunds to settle charges from a federal consumer watchdog that they misled consumers about the pricing and value of credit products, according to a Washington Post report.

The Consumer Financial Protection Bureau said the companies deceived consumers by suggesting that the credit scores they provided were the same scores used by financial firms to make lending decisions when in fact, the scores “were not typically used by lenders,” reports Jonnelle Marte.

Some of the companies’ products offered as free, or as costing $1, in fact incurred monthly charges adding up to almost $200 a year, the CFPB claimed.

Read the Washington Post article.

Join Our LinkedIn Group

A federal judge whacked $10 million from the fee request of a class-action firm that negotiated a $335 million settlement of mortgage-backed securities claims against Bank of America, saying it was based on the work of short-term “associates” who appeared to function as contract attorneys, reports Forbes.

In his order, U.S. District Judge William Pauley awarded $41.3 million in fees and $1.4 million in expenses for their work on the case, or about 12% of the sum they negotiated for their clients.

The 26 Barrack associates, 16 of whom were labeled “temporary associates hired exclusively on the BOA case, “represented 40% of the billable hours and $10.8 million in fees at $362.50 an hour — well above the prevailing rate for contract attorneys of less than $50 an hour,” writes Forbes’ Daniel Fisher.

Read the Forbes article.

Join Our LinkedIn Group

Jeb Hensarling
Image by Gage Skidmore

Dismantling President Obama’s financial reform law is not a priority for President-elect Trump’s first 100 days, the author of GOP legislation to undo the law said Thursday, but it is a task for Trump’s first year, reports The Washington Examiner.

Jeb Hensarling, the chairman of the House Financial Services Committee, said he’s discussed ditching the law with Trump, writes Joseph Lawler.

“The president-elect committed to dismantle Dodd-Frank. It’s going to happen in the first year.”

Hensarling has said that some of the law could be dismantled through executive action and more could be undone using budget reconciliation.

Read the Examiner article.

Join Our LinkedIn Group

John M. Newman of the Cecil C. Humphreys School of Law at the University of Memphis has compiled a guide to drafting for dispute resolution, covering mandatory-arbitration provisions, class waivers, choice of law, choice of venue, exculpatory and liquidated-damages clauses, fee and cost allocations, and more.

He writes that some defendant-friendly U.S. Supreme Court decisions, critical coverage in the popular press, and efforts by federal agencies to stymie the private sector’s increasingly widespread use of contractual dispute-resolution provisions have made the topic particularly timely.

“In light of the growing importance of dispute-resolution provisions, this guide seeks to concisely identify and explore, from a transactional perspective, the relevant questions, considerations, and law relating to these powerful tools,” Newman writes. “It also provides illustrative examples of well-drafted provisions, often drawn from real-world legal instruments. The target audience includes practitioners, scholars, businesspersons, and other analysts seeking to learn and apply best practices when planning and drafting for dispute resolution.”

Read the article.

Join Our LinkedIn Group

There is perhaps no area where the impact of artificial intelligence (AI) systems (i.e., systems that exhibit intelligent behavior) will be felt more than in legal departments and, more broadly, in the area of managing contracts, according to an article in Spend Matters.

“Every commercial contract is like a little knowledge base that contains critical data on organizational commitments (usually legal obligations), rights, remedies and rules that reflect business decisions made in the past that will affect performance in the future,” writes Pierre Mitchell. “Unfortunately, the amassed collection of thousands of these artifacts does not provide a ‘collective intelligence’ that can be used efficiently to reduce commercial risks and increase economic value for the firm.”

In this first part of a series, Mitchell discusses three basic steps for building commercial intelligence.

Read the article.

A recent decision in Perry Bartsch Jr., Constr. Co. v. Dept. of the Int., CBCA 4865, 5071 (December 8, 2016) helps contractors understand the scope and contours of a release of claims in a contract, reports Covington & Burling LLP in an article published in the firm’s Inside Government Contracts blog.

Chase Johnson and Justin Ganderson write that the case offers  important guidance about how to draft a release in an effective and narrow way, and the types of factors that the CBCA will consider when interpreting a release. Bartsch discusses the issue of whether an apparent global release of claims, contained in just one of many contract modifications, can extinguish all potential claims against the government.

The authors describe the case in detail and conclude with three points that contractors can consider to help ensure they are entering into a release that reflects their intention.

Read the article.

Bloomberg BNA will present a complimentary afternoon briefing on DOJ and SEC enforcement trends, new emerging risks, and recent cases that will keep attorneys ahead of the changing landscape, on Tuesday, Jan. 24, from 3:30-6 p.m., with a networking reception to follow.

The event is underwritten by EY and will take place at Bloomberg LP, 120 Park Ave., New York, NY 10165.

Lanny A. Breuer, the Vice Chair for Covington & Burling LLP and one of The National Law Journal‘s 100 most influential lawyers in America, will give a keynote interview at the event.

Experts will discuss:

• Navigating investigations in the new administration, including how to prepare for a pending investigation
• Recent cases and emerging areas of risk in 2017 and beyond
• Technology’s role in global investigations and how to leverage new technologies to implement fraud-prevention rules

Register for the event.

GCSG, a source of risk management solutions for businesses, announces the launch of a new due diligence report product. The report is intended for companies that need a quick snapshot of the potential risk a third-party relationship may present to their business, according to a release from the company.

“The reputation and compliance focus of third-party partners has emerged as a top concern for companies operating in a global market. Businesses that operate globally have realized the reputation of their partnerships can impact their own reputation and even result in civil and criminal enforcement actions,” said Jonathan Mellard, founder, GCSG.

The reports contain company and individual information, key risks identified on the report subject, and country specific risks. The report is part of a suite of third-party risk management solutions that also includes advisory services, in-depth onsite assessments, and compliance training.

“We are excited to announce the launch of our new report and to build on our existing suite of third party risk solutions. This report will help our clients assess some of the risks involved with their current and potential third party relationships,” added Mellard.

Join Our LinkedIn Group

Further expanding its Latin American presence, Gardere Wynne Sewell LLP announces the addition of two partners and three associates to the firm’s international trade practice in Mexico City. The group joins Gardere from Carrasco, García Abogados, S.C. and Trade Law Consultores, S.C.

“These are important new hires that increase the size of our dynamic Mexico City office and add firepower to our accomplished international trade practice,” says Gardere chair Holland N. O’Neil. “This is one more example of our commitment to providing top quality legal counsel to clients with cross-border business.”

Partner Marcos Carrasco-Menchaca provides advisory and consulting services related to international trade, customs, free trade agreements, customs litigation and taxation on foreign trade, as well as rendering services in international contracting and administrative litigation. Carrasco is currently an advisor on foreign trade for major multinational and national companies in the retail, fashion, oil and gas, automotive, auto parts and manufacturing industries.

During President Vicente Fox´s administration (2000-2006), partner Alejandro Nemo Gómez-Strozzi served as the undersecretary of economy in charge of foreign investment, standards and trade remedies. In addition, he has previously led the Mexican Investigative Authority regarding trade remedies (UPCI) in the Ministry of Economy. Gómez focuses on international trade, antidumping, customs, foreign trade and Mexican administrative law.

Miguel Angel Concha-Fuentes, Luis Jahir Contreras-Guadarrama and Alberto Santillán-Gaitán are also joining Gardere as associates. Concha is a foreign trade and customs attorney who specializes in customs and administrative litigation, customs advisory and unfair international trade practices, primarily dumping. In addition, Contreras provides advisory and consulting services related to foreign trade, customs and free trade agreements. Santillán specializes in advising and consulting on international trade and taxes on foreign trade, as well as customs and administrative litigation.

“With continued foreign investments entering Mexico’s market, it is imperative for Gardere to meet our clients’ growing need for international counsel,” says Roberto Arena, who heads the firm’s Mexico City office. “The team is highly regarded for their work with a diverse portfolio of organizations in Mexico and abroad, and we welcome them to the Firm.”

Join Our LinkedIn Group

Farrell Fritz announces the promotions of Kathryn (Katy) Carney Cole, David (Dave) M. Curry, Kristina M. Wesch and Aaron E. Zerykier to partner, and Robert (Rob) M. Harper to counsel, effective January 1, 2017.

Katy Cole, a Garden City, NY resident, is a commercial litigation attorney, who handles all aspects of commercial litigation, but who also has a niche practice in eDiscovery. She earned her J.D. degree, magna cum laude, from St. John’s University School of Law and her B.A. degree from Colgate University.

Dave Curry, a Lindenhurst, NY resident, is a real estate attorney. He earned his J.D. degree from St. John’s University School of Law; his M.A. degree from Towson University and his B.A. from the State University of New York at Binghamton.

Kristina Wesch, a Garden City, NY resident, is a transactional attorney, focusing on restructuring and corporate matters. She earned her J.D. degree from St. John’s University School of Law and her B.A. degree from CUNY Queens College.

Aaron Zerykier, a Cedarhurst, NY resident, is a commercial litigation attorney, concentrating in business divorce matters, construction litigation and Electronic discovery. He earned his J.D. degree from Fordham University School of Law and his B.A. from Yeshiva University.

Rob Harper, a Garden City, NY resident, is an estate litigation attorney. He earned his J.D. degree from Hofstra University School of Law and his B.S. from Boston College Carroll School of Management.

Join Our LinkedIn Group

Eric Holder

Image by U.S. Dept. of Agriculture

Democratic leaders of the California Legislature announced Wednesday that they had hired Eric H. Holder Jr., who was attorney general under President Obama, to represent them in any legal fights against President-elect Donald J. Trump, reports The New York Times.

“The decision by the Legislature to retain Mr. Holder, who is now a prominent Washington lawyer, is the latest sign of the ideological battle that may play out over the next four years between this predominantly Democratic state and Washington,” writes Adam Nagourney. “Hillary Clinton, the Democratic candidate for president, defeated Mr. Trump by more than four million votes [in California].”

The report says Kevin de León, Democratic leader of the Senate, said he expected California to challenge Washington on issues including the environment, immigration and criminal justice.

Read the NYT article.

Join Our LinkedIn Group

Johnson & Johnson won a ruling cutting almost in half a $1.04 billion jury award to patients who accused the company of hiding defects in its Pinnacle artificial hips that had to be surgically removed, reports Insurance Journal.

The jury’s finding that officials of J&J and its DePuy unit failed to properly warn doctors and patients about the artificial hips’ flaws is intact. But U.S. District Judge Ed Kinkeade in Dallas found the panel’s punitive-damage awards to six patients were excessive and should be reduced, according to court filings.

“J&J still faces almost 9,000 lawsuits accusing the company of illegally marketing the flawed metal-on-metal hips. J&J stopped selling the devices in 2013 after the U.S. Food and Drug Administration toughened artificial-hip regulations,” according to reporter Jef Feeley.

Read the Insurance Journal article.

The Hill is reporting that President-elect Donald Trump will not settle a lawsuit against celebrity chef Geoffrey Zakarian, a lawyer for the Trump Organization told a judge Tuesday.

Trump’s breach of contract alleges the celebrity chef backed out of plans to open a new restaurant in Trump International Hotel in Washington, D.C.

Zakarian’s withdrawal from the deal followed Trump’s claims that Mexican immigrants included criminals and rapists, reports Max Greenwood

Lawyers for the Trump Organization and for Zakarian’s company told the judge that the two parties had reached an impasse.

Read The Hill article.