Wachtell, WilmerHale, Cravath, Skadden: Business of Law
By Elizabeth Amon - Apr 16, 2013 6:58 AM ET
Wachtell, Lipton, Rosen & Katz and Wilmer Cutler Pickering Hale & Dorr LLP acted as legal advisers to Thermo Fisher Scientific Inc. (TMO), the second-biggest maker of life-sciences equipment by market value, which agreed to buy Life Technologies (LIFE) Corp. for $13.6 billion in cash in a deal that expands its reach in medical testing.
Cravath, Swaine & Moore LLP acted as legal advisers to Life Technologies.
Wachtell Lipton’s team is led by Matthew M. Guest and also includes executive compensation and benefits partner Jeannemarie O’Brien.
WilmerHale’s partners on the deal include David E. Redlick, corporate; John D. Sigel, commercial finance; Hal J. Leibowitz, corporate and mergers and acquisitions; and Erika L. Robinson, corporate and securities.
Cravath’s team includes partners Richard Hall and Minh Van Ngo corporate; Michael L. Schler, tax; Eric W. Hilfers, executive compensation and benefits; Matthew Morreale, environmental; David J. Kappos, intellectual property; and Christine A. Varney, antitrust.
Latham & Watkins LLP represents JPMorgan Chase & Co. as financial adviser to Thermo Fisher in the transaction, with a corporate team led from the firm’s Orange County, California, office by partners Charles Ruck and Scott Shean.
The $76-a-share offer also includes the assumption of $2.2 billion in debt, Waltham, Massachusetts-based Thermo Fisher said in a statement yesterday. With the debt, the deal is valued at about $15.8 billion. The per-share offer is 12 percent more than Life Technologies’ closing price of $68 on April 12.
Life Technologies, based in Carlsbad, California, makes laboratory equipment that helps to map DNA, information used to diagnose disease, identify risks of certain conditions or better target medicines. The market for gene tests may expand to $25 billion from $5 billion within a decade as more doctors use a patient’s genetic makeup to tailor treatments, according to a report last year from UnitedHealth Group Inc. (UNH)
The purchase gives Thermo “reach across all the major technologies,” said Ross Muken, an analyst at International Strategy & Investment Group LLC in New York. “You now have a unique customer touch and a portfolio others will be unable to match.”
Ropes & Gray LLP advised Madison Dearborn Partners LLC on its agreement to buy National Financial Partners Corp. (NFP) in a deal valued at $1.3 billion including debt. Skadden Arps Slate Meagher & Flom LLP is representing NFP.
The Ropes & Gray team was led by Matthew Richards. Byung Choi and Alex Zeltser led the financing and other partners involved are Renata Ferrari, Eric Elfman, Rick Marshall, James Thomas and David Chapin and Leigh Fraser.
The Skadden team includes partners Kenneth Wolff and Howard Ellin, M&A; Erica Schohn, executive compensation and benefits; and Dwight Yoo and Yossi Vebman, corporate finance. All lawyers are based in New York.
Cleary Gottlieb Steen & Hamilton LLP is advising the board and the special committee of the board of National Financial Partners in its acquisition. The Cleary Gottlieb team is led by partner Victor Lewkow and includes partners Duane McLaughlin on financing matters, and Michael Dayan on derivatives matters.
Davis Polk & Wardwell LLP is advising Bank of America Merrill Lynch as financial adviser to NFP. The Davis Polk corporate team includes partners George R. Bason Jr., Leonard Kreynin and James T. Rothwell in New York.
Madison Dearborn, a Chicago-based private-equity firm, will pay $25.35 in cash per share of New York-based NFP, the companies said yesterday in a statement. That represents a 26 percent premium to NFP’s closing share price on March 12, the day before it was reported that the insurance brokerage and wealth-management company was exploring a possible sale, according to the statement.
Steptoe Adds SFO Joint Head of Bribery and Corruption Rappo
Patrick Rappo, the former joint head of Bribery and Corruption of the U.K.’s Serious Fraud Office, joined Steptoe & Johnson LLP as a partner in the London office.
He will practice in the firm’s international regulation and compliance and litigation groups, and will work on the expansion of the firm’s Foreign Corrupt Practices Act/anti-corruption and white collar criminal defense practices, the firm said in a statement.
Rappo spent five years at the SFO, where he was involved in high-profile cases including allegations of bribery and corruption, and other forms of economic crime. He has worked with the U.S. Justice Department, the Securities and Exchange Commission and other counterpart authorities around the world, the firm said.
“Patrick’s experience with the SFO, particularly in the fraud and corruption area, as well as his prior experience as a barrister handling criminal cases, makes him an excellent fit for Steptoe,” Steptoe Chairman Roger Warin said in a statement. “Fraud and corruption cases have become increasingly multijurisdictional in character in recent years, and the U.K. is an important jurisdiction for such actions.”
Steptoe has more than 500 lawyers and other professionals in nine offices in the U.S., Europeand Asia.
Orrick Hires Sidley Austin Lawyer for Appellate Team
Orrick, Herrington & Sutcliffe LLP announced that Eric Shumsky, formerly of Sidley Austin LLP, joined the firm as a partner in the Supreme Court and appellate group, in Washington.
“Eric is a superb all-around appellate lawyer, who has developed a particular expertise in intellectual property,” Josh Rosenkranz, head of the practice group, said in a statement. “He is one of the rising stars in the area of patent appeals to the Federal Circuit, and has significant experience presenting cutting-edge IP issues to the Federal Circuit and to the Supreme Court.”
Shumsky has been the primary author of more than 75 briefs in the Supreme Court, the firm said. He has briefed and argued cases on topics including administrative law, criminal law, national security and foreign sovereign immunity for clients in the telecommunications, technology, pharmaceutical, financial services, transportation and consumer goods industries, among others.
Orrick has lawyers across 25 offices in the U.S., Europe and Asia.
U.S. High Court Justices Seek Compromise in Gene-Patent Case
Several U.S. Supreme Court justices sought a compromise on the decades-old practice of granting patents on human genes, debating a case that could redefine rights throughout the biotechnology and agriculture industries.
Hearing arguments yesterday in Washington, the justices discussed chocolate-chip cookie recipes, baseball bats and Amazonian plants as they grappled with a challenge to Myriad Genetics Inc. (MYGN)’s patents on genes linked to breast and ovarian cancer. A group of doctors, patients and scientists say the patents are stifling clinical testing and research.
Several justices asked whether barring gene patents would deter innovation by stripping companies of legal protection for their research.
The administration said Myriad isn’t entitled to a patent on “isolated DNA,” which the government says is merely a snippet of the genetic sequence as it appears in the body. The administration says Myriad might be entitled to a patent on so- called complementary DNA, which involves a greater level of human manipulation.
Kennedy asked Myriad’s lawyer whether that approach would “give the industry sufficient protection for innovation and research.”
Myriad’s lawyer, Gregory Castanias, head of Jones Day’s Federal Circuit practice, said isolated DNA was more akin to a baseball bat carved from a tree. He said isolated DNA and the bat both are patentable because they require humans to make important decisions about exactly where to cut.
“A baseball bat doesn’t exist until it’s isolated from a tree,” he said. “But that’s still the product of human invention to decide where to begin the bat and where to end the bat.”
The case, which the court will decide by the end of June, is splitting the medical community. Trade groups for the biotechnology, agriculture and drug industries are siding with Myriad. They say gene patents have led to valuable treatments, including Amgen Inc. (AMGN)’s Epogen anemia drug and synthetic insulin developed by Genentech Inc., now part of Roche Holding AG. (ROG)
The dispute comes to the court in an emotionally charged package, with patient advocates accusing Myriad of standing in the way of breast cancer diagnosis and treatment. The company at one point demanded that the University of Pennsylvania stop clinical testing of cancer patients.
Critics say Myriad’s patents effectively give the company ownership rights over a part of the human body. Myriad says its patents haven’t prevented researchers from publishing thousands of papers on the genes.
The American Civil Liberties Union lawyer challenging the Myriad patents, Christopher Hansen, argued that researchers would continue to search for new natural phenomena, even without the prospect of patent protection.
Scientists who make important discoveries will get “enormous recognition,” he said. “We know that that’s sufficient. We know it’s sufficient with respect to these two genes. We also know it’s sufficient with respect to the human genome.”
“But what you can’t patent is the sap itself,” he said.
The case is Association for Molecular Pathology v. Myriad Genetics, 12-398, U.S. Supreme Court (Washington).
Freeport LNG May Get Approval in Months, Baker Botts Lawyer Says
Freeport LNG Development LP may get expanded approval from the U.S. Energy Department to export liquefied natural gas in the next quarter or two, the head of Baker Botts LLP’s LNG practice said.
The multibillion-dollar Texas project is next on the department’s list of companies seeking permission to export gas to nations that aren’t party to U.S. free-trade agreements. Steven Miles, who has worked on more than 100 LNG transactions and doesn’t represent closely held Freeport LNG, said he expects the government to follow the list.
“The Department of Energy is being as diligent as they can on this,” Miles, a partner in the firm’s Washington office, said in an interview in Houston yesterday. “There’s an awful lot of work to be done in terms of processing these applications.”
A surge in North American production from shale formations has led to proposals for about 30 billion cubic feet of daily U.S. gas export capacity. Cheniere Energy Inc. (LNG) owns the only project in the lower 48 states that has all approvals for LNG exports.
Freeport, which has agreements with BP Plc, Osaka Gas Co. and Chubu Electric Power Co. for use of the export facility, has said it plans to begin construction on two production units this year, with operations starting in 2017.
John Tobola, general counsel for Houston-based Freeport, didn’t immediately return a phone message seeking comment yesterday.
To contact the reporter on this story: Elizabeth Amon in Brooklyn, New York, email@example.com
To contact the editor responsible for this story: Michael Hytha at firstname.lastname@example.org