Deals & Suits
InterContinentalExchange Inc. is hoping that a friendly deal to acquire NYSE Euronext achieves what a hostile bid could not. ICE agreed on December 20 to pay $8.2 billion, two-thirds in cash and the rest in stock, for NYSE Euro-next, which owns the New York Stock Exchange . The target's shareholders can opt for $33.12 in cash or 0.2581 ICE shares per NYSE Euronext share or a combination of $11.27 per share in cash and 0.1703 of an ICE share, consideration that reflects a 37 percent premium to NYSE Euronext's closing price on the day before the deal was announced.
The tie-up came almost two years after a flurry of moves that turned out to be in vain. NYSE Euronext agreed to merge with Deutsche Börse AG on February 15, 2011 [Deals & Suits, May 2011]. On April 1, ICE and Nasdaq OMX Group Inc. responded with a hostile bid for NYSE Euronext. But the two interlopers dropped their offer less than two months later when U.S. antitrust regulators threatened to block the deal, and European antitrust regulators rejected the proposed combination of Deutsche Börse and NYSE Euronext last year.
ICE and NYSE Euronext hope that the structure of their businesses will allow them to avoid such disappointment. ICE's strength lies in energy futures trading, while NYSE Euronext is strong in derivatives tied to interest rates and stock indexes. The NYSE itself has steadily lost market share to electronic off-exchange trading.
The parties plan to close the deal by the middle of the year pending approvals from regulators and both sets of shareholders.
For acquiror InterContinentalExchange Inc. (Atlanta)
General counsel Jonathan Short, associate general counsel Andrew Surdykowski, and assistant general counselM&A David Clifton.
Sullivan & Cromwell:
M&A:Audra Cohen, Olivier de Vilmorin,Timothy Emmerson, John Evangelakos, and associates Matthew Goodman,Rosita H.Y. Lee, and Adam Rachlis.Financial institutions:H. Rodgin Cohen.CFTC issues:David Gilberg.SEC issues:Frederick Wertheim.Tax:Nicolas de Boynes, Michael McGowan, David Spitzer, and special counsel David Passey.Executive compensation and benefits:Matthew Friestedt, special counsel Henrik Patel, and associate Michael Applebaum.Antitrust:Steven Holley.Intellectual property: associates Mehdi Ansari and Albert Ho.Securities:Catherine Clarkin. (All are in New York except for de Vilmorin and de Boynes, who are in Paris; Emmerson and McGowan, who are in London; and Ansari and Ho, who are in Palo Alto.) Clarkin and S&C's David Harms and David Gilberg advised ICE on its 2005 IPO. Evangelakos represented the company on its $1 billion acquisition of the New York Board of Trade in 2006 and its $625 million purchase of Creditex Group Inc. in 2008, and on two failed bids, its 2007 run at CBOT Holdings Inc. and the 2011 effort, together with Nasdaq OMX Group Inc. , to buy NYSE Euronext.
Shearman & Sterling:
Financial institutions:Barnabas Reynolds, counsel Azad Ali, and associates Anna Doyle and Mak Judge.Antitrust:Matthew Readings and associates George Milton and Collette Rawnsley.Tax:Iain Scoon and associate Jack Prytherch.Executive compensation and employee benefits: counsel Sam Whitaker. (All are in London.) Reynolds set up ICE's London clearinghouse.
For target NYSE Euronext (New York)
General counsel John Halvey, general counselEurope Catherine Langlais, deputy general counsel Tracey Heaton and Holly Kulka, corporate secretary Janet McGiness, senior legal counsel Neil Carter and Geno Luchmun, director of legal affairs René Geskes, and legal director Christelle George.
Wachtell, Lipton, Rosen & Katz:
Corporate:Karessa Cain, David Karp, and associates Valentina Cassata, Sebastian Fain, Kendall Fox, and Emily Korinek.Antitrust:David Schwartz and associate Franco Castelli.Executive compensation and benefits:Jeremy Goldstein and associate Timothy Moore.Finance: associates Neil Chatani and Gregory Pessin.Tax:T. Eiko Stange and associate Michael Sabbah. (All are in New York.) Wachtell's Martin Lipton advised both the New York Stock Exchange Inc. board and the entity's former CEO Richard Grasso. Karp was part of the Wachtell team that helped draft the NYSE's corporate governance guidelines in 2003. He also represented the NYSE on its 2005 merger with Archipelago Holdings Inc. [Deals & Suits, August 2005]; its 2007 combination with Euronext N.V.; and its planned merger with Deutsche Börse, which European antitrust regulators blocked last year.
Slaughter and May:
Corporate:Padraig Cronin and Frances Murphy.Antitrust:Claire Jeffs and associate Kerry O'Connell.Financial regulation:Jan Putnis.Tax:Mike Lane. (All are in London except for Brussels-based Jeffs and O'Connell.)
Corporate:Jaap Willeumier.Corporate governance and litigation:Fons Leijten.Equity capital markets:Derk Lemstra.Regulatory:Rogier Raas.Tax:Michael Molenaars.Competition:Rein Wesseling. (All are in Amsterdam.) Stibbe also helped represent Euronext in the NYSE deal and NYSE Euronext's planned combination with Deutsche Börse. In 2000, Willeumier led a team that advised the Amsterdam, Brussels, and Paris exchanges in their merger to form Euronext. Stibbe continued to represent Euronext and counseled the company on the sale of the Dutch depositary Necigef to Euroclear and Euronext's acquisition of the Portuguese stock exchange.
Corporate: Benjamin Kanovitch, Didier Martin, and associate Mathieu Françon.Employment law: Pascale Lagesse and counsel Nicolas Bouffier. (All are in Paris.) Kanovitch and Martin also worked on the merger between NYSE and Euronext.
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Cerberus Capital Management L.P. and Supervalu Inc. teamed up with CVS Caremark Corporation in 2006 to carve up supermarket and retail chain Albertson's Inc. in a $17.4 billion buyout [Deals & Suits, May 2006]. Cerberus fared far better than Supervalu thereafter, and on January 10 Supervalu agreed to sell Albertson's to Cerberus and several coinvestors for $100 million and $3.2 billion in assumed debt.
The Cerberus consortium will also tender for up to 30 percent of Supervalu's stock at $4 a share, a 32 percent premium to Supervalu's January 9 closing price. Kimco Realty Corporation , Klaff Realty LP , Lubert-Adler Partners , and Schottenstein Real Estate Group LLC are joining Cerberus on the deal.
Supervalu paid $12.4 billion in cash, stock, and assumed debt for 1,126 Albertson's stores in the 2006 deal to become the second-largest supermarket chain in the United States next to Wal-Mart Stores Inc. but has struggled thereafter. Cerberus paid $2.1 billion for the 655 Albertson's stores that Supervalu didn't want and has fared reasonably well with them. In addition to Albertson's, the Cerberus group will pick up the Acme, Jewel-Osco, Shaw's, and Star Market stores and Osco and Sav-on in-store pharmacies.
The parties hope to close the deal in the first quarter pending regulatory approvals. Upon the closing, Sam Duncan, the former chairman and CEO of OfficeMax Incorporated , will take over as CEO of Supervalu. Robert Miller, CEO of the Albertson's assets Cerberus owns, will be the company's chairman. Current Supervalu chairman and CEO Wayne Sales will step down from those positions, and five Supervalu current directors will resign from the board.
For acquiror Cerberus Capital Management L.P. (New York)
At Cerberus Operations and Advisory Company LLC: general counsel Lisa Gray.At Albertson's LLC: general counsel Paul Rowan.
Schulte Roth & Zabel:
M&A:Stuart Freedman, Robert Loper, John Pollack, special counsel Kimberly Monroe, and associates Daniel Belostock, Matthew Gruenberg, Kristen Poole, Pavel Shaitanoff, and Elliott Tapp.Securities and capital markets:Michael Littenberg and special counsel James Nicoll.Tax:Kurt Rosell and Alan Waldenberg.Employment and employee benefits:Laurence Moss, Ronald Richman, and special counsel Scott Gold.Finance:Ronald Risdon, special counsel Lynn Tanner, and associate Jae Kim.Intellectual property:Robert Kiesel, special counsel Scott Kareff, and associates Melissa Karp and Watt Wanapha.Environmental:Howard Epstein and associate Valerie Sheaffer.Antitrust:Peter Jonathan Halasz, Michael Swartz, and associate Beverly Ang.Real estate:Marshall Brozost, Jeffrey Lenobel, Julian Wise, and associate Joshua Cohen. (All are in New York.)
For target Supervalu Inc. (Eden Prairie, Minnesota)
General counsel Todd Sheldon, deputy general counselbusiness law Jeff Steinle, senior counsel Stuart McFarland, assistant general counselemployment law Karla Robertson, and assistant general counsel Kari Wangensteen.
Wachtell, Lipton, Rosen & Katz:
Corporate:Igor Kirman, David Silk, and DongJu Song.Executive compensation and benefits:Michael Segal and associate Adam Kaminsky.Tax:Deborah Paul. (All are in New York.) Wachtell represented Supervalu on the 2006 deal with Albertson's and has continued to work with the company [Deals & Suits, May 2006].
Dorsey & Whitney:
Corporate: Gary Tygesson. Finance: Thomas Kelly III and of counsel John Seymour III. (All are in Minneapolis.)
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Pinnacle Entertainment Inc. agreed to acquire Ameristar Casinos Inc. for almost $2.8 billion on December 21. Pinnacle will pay $870 million in cash and assume $1.9 billion in debt in the deal. At $26.50 per target share, the deal came at a 20 percent premium to Ameristar's closing price on December 20.
The deal will give Pinnacle eight casinos, most of them in the Midwest. The buyer currently owns seven casinos and a racetrack, among other assets. The companies hope to close the deal by the end of the third quarter pending approvals from regulators and Ameristar shareholders.
For acquiror Pinnacle Entertainment Inc. (Las Vegas)
General counsel John Godfrey and vice president and legal counsel William "Bill" Buffalo and Elliot Hoops.
Morrison & Foerster:
Corporate:Eric McCrath, David Slotkin, Robert Townsend, and associates Ben Chung, Tara Dunn, Jenna Feistritzer, Masayo Nobe, Anand Parikh, Dana Peck, Jeffrey Silver, and William Solis.Financial transactions:Peter Dopsch and associate Elizabeth Dryden.Tax:Domnick Bozzetti and associate Amanda Hines.Antitrust:Roxann Henry and associate Llewellyn Davis.Real estate: associate Kendra Mayer. (All are in San Francisco except for the following: Slotkin, Henry, and Davis are in Washington, D.C.; Chung and Dryden are in Los Angeles; Dunn is in Denver; Dopsch and Bozzetti are in New York; and Mayer is in Palo Alto.) Hoops and MoFo partner David Lynn worked together at the Securities and Exchange Commission between 2003 and 2007. Since joining MoFo, Lynn has done SEC reporting work for Pinnacle and was asked to pitch for the company's M&A work.
Lionel Sawyer & Collins:
Corporate: Jeffrey Zucker.Regulatory:Dan Reaser.Litigation:Maximiliano Couvillier III. (All are in Las Vegas.) Ameristar is incorporated in Nevada.
For target Ameristar Casinos Inc. (Las Vegas)
General counsel Peter Walsh and vice president of legal affairs Gregory Cooper.
Gibson, Dunn & Crutcher:
Corporate: Mark Lahive, Jonathan Layne, and associates Britten Bailey and Andrew Hirsch.Executive compensation and employee benefits:Sean Feller.Tax: Paul Issler and associate Lorna Wilson. Intellectual property: David Kennedy.Antitrust:Adam Di Vincenzo . Environmental: of counsel Brett Oberst. (All are in Los Angeles except for Palo Altobased Bailey and Kennedy and Washington, D.C.based Di Vincenzo.) Gibson Dunn has represented Ameristar for more than 15 years. Layne worked opposite current Ameristar CEO Gordon Kanofsky on a gaming company deal when Kanofsky was a partner at Hughes Hubbard & Reed . Kanofsky joined Ameristar as senior vice president of legal affairs in 1999 and subsequently retained Gibson Dunn on a number of matters. He became Ameristar's CEO in 2008.
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Carnegie Mellon v. Marvell Technology
In a verdict that rocked the technology world, on December 26 Carnegie Mellon University won $1.17 billion from Marvell Technology Group Ltd. If the ruling stands, it will give the school a huge cash infusion, as well as wipe out a year's worth of profits for a major Silicon Valley company.
A federal jury in CMU's hometown of Pittsburgh returned a verdict that the semiconductor manufacturer infringed two CMU patents covering methods of reading data from disk drives. The award, the largest verdict of 2012, came after a four-week trial and less than a day of jury deliberation. K&L Gates won the case against Quinn Emanuel Urquhart & Sullivan, a firm that now finds itself on the losing end of the two biggest jury verdicts of the year. Quinn Emanuel also represented Samsung Electronics Co. Ltd. in a closely watched patent fight with Apple Inc. , which climaxed in a $1.05 billion infringement verdict for Apple in August.
In 1997 CMU professor Jose Moura and his former doctoral student, Aleksandar Kavcic, filed for patents on the technology, which relates to methods of reading information from hard drive disks. They assigned the resulting patents to CMU. According to deposition testimony from CMU witnesses, in 2003 the university sent letters to seven semiconductor companies, including Marvell, urging them to license the patents. None did so.
CMU sued Marvell in 2009. In its motion for summary judgment, Marvell argued that CMU's patents were anticipated by prior artspecifically, a patent that Seagate Technology PLC filed before Moura and Kavcic sent in their application. U.S. District Judge Nora Barry Fischer ultimately rejected that argument, but noted in her September 2011 opinion that it was a "close call."
At trial, Quinn Emanuel moved for a mistrial, arguing that CMU's closing argument was rife with misrepresentations and impermissible arguments. Fischer denied that motion without prejudice, but wrote that she would revisit it after a verdict was returned. The jury awarded CMU exactly the damages that the school's lawyers requested, and also found that Marvell's infringement was willful. At press time Marvell had filed posttrial motions and had just brought in Quinn Emanuel's Kathleen Sullivan.
For plaintiff Carnegie Mellon University (Pittsburgh)
General counsel Mary Jo Dively, deputy general counsel James Mercolini, and assistant general counsel Daniel Munsch.
Theodore Angelis, Douglas Greenswag, Mark Knedeisen, Patrick McElhinny, Christopher Verdini, and associates Eliza Hall, Joseph Porcello, and Nicola Templeton. (Angelis, Greenswag, and Templeton are in Seattle; the rest are in Pittsburgh.) The firm is longtime counsel to CMU.
For defendant Marvell Technology Group Ltd. (Hamilton, Bermuda)
Quinn Emanuel Urquhart & Sullivan:
Melissa Baily, Edward DeFranco, Faith Gay, Kevin Johnson, Steven Madison, Joseph Milowic III, Raymond Nimrod, David Radulescu, Robert Wilson, and associates Heather Belville, Andrew Bramhall, Melissa Chan, Anna Ison, Brian Mack, Gregory Maskel, and Mark Tung . (Baily and Mack are in San Francisco; Johnson, Belville, Bramhall, Chan, Ison, and Tung are in Redwood Shores, California; Madison is in Los Angeles; and the rest are in New York.) The firm did not respond to requests for comment.
Eckert Seamans Cherin & Mellot:
Timothy Ryan. (He is in Pittsburgh.) ?
Jan Wolfe, with Tom Coster
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Fannie Mae v. Bank of America
Bank of America Corporation agreed on January 7 to an $11.6 billion deal to resolve mortgage repurchase claims related to soured loans that the Federal National Mortgage Association bought from Countrywide Financial Corp. between 2000 and 2008. During that time, Countrywide was cranking out loans to fuel the mortgage-backed securities (MBS) frenzy. BofA acquired Countrywide in January 2008.
According to BofA, the settlement marks the end of "substantially all" of the bank's exposure to buyback claims by Fannie Mae stemming from the subprime mortgage debacle. And since Fannie Mae repurchase demands accounted for about 44 percent of all MBS investor buyback claims outstanding against BofA, the deal goes a long waybut far from all the waytoward resolving the bank's Countrywide headache.
Meyer Koplow of Wachtell, Lipton, Rosen & Katz served as lead counsel for Bank of America. Koplow, along with partner Theodore Mirvis, has long been working to help BofA put its Countrywide-related woes behind it. (At press time Mirvis was among the lawyers still battling to salvage the $8.5 billion mortgage deal that BofA and Bank of New York Mellon reached with institutional bondholders back in June 2011.) Laurence Platt, who was special mortgage banking counsel to BofA when it acquired Countrywide, also played a role in the settlement. Fannie Mae looked to a legal team from Dechert led by Barton Winokur and including Mauricio España.
The January 7 agreement with Fannie Mae includes a $3.6 billion cash payment, while BofA will repurchase $6.75 billion in allegedly shoddy loans. BofA will also pay $1.3 billion to Fannie to resolve loan servicing fee obligations. In addition, Bank of America reached agreements to sell off its servicing rights to 2 million loans (with an outstanding balance of more than $300 billion) serviced for Fannie Mae, Freddie Mac, and other securitizers. In January 2011 BofA reached an earlier $2.8 billion settlement with Fannie and Freddie related to loan repurchase claims.
BofA isn't out of the woods yet. The deal doesn't resolve securities claims by the government conservator of Fannie Mae and Freddie Mac, the Federal Housing Finance Agency , against BofA and Countrywide. Those cases have survived multiple defense arguments for dismissal in U.S. district court in Manhattan and Los Angeles.
Also pending in early February: a $1 billion False Claims Act suit filed in October against BofA and Countrywide by the U.S. attorney's office in New York alleging that Countrywide deliberately cut basic underwriting requirements and other quality controls in order to sell as many loans as possible to Fannie Mae and Freddie Mac. BofA has publicly denied the claims.
For Federal National Mortgage Association
Executive vice president, general counsel, and corporate secretary Bradley Lerman, senior vice president and principal deputy general counsel Judith Dunn, senior vice president and deputy general counsel Joseph Grassi and Christine Suh, and associate general counsel Jonathan Griffith.
Mauricio España, Michael Rufkahr, and Barton Winokur. (España is in New York; Rufkahr is in Washington, D.C.; and Winokur is in both New York and Philadelphia.) The firm advised on the settlement.
For Bank of America Corporation (Charlotte)
Associate general counsel Christopher Garvey and Jana Litsey.
Wachtell, Lipton, Rosen & Katz:
Elaine Golin, Meyer Koplow, Theodore Mirvis, and associates A.J. Martinez and Graham Meli. (They are in New York.) The firm has been representing BofA in mortgage-backed securities matters since 2010.
David Bario, with T.C.
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In the matter of Google Inc.
After coming out with guns blazing in its antitrust showdown with Google Inc. , the Federal Trade Commission largely retreated on January 3.
The FTC commissioners voted 5 to 0 to close the agency's two-year-old antitrust investigation into claims that Google favored its own services in its search results and unlawfully harmed rivals. Google did agree, however, to some relatively mild reforms. It will give online advertisers more freedom to arrange ad campaigns with rival websites, and it will stop seeking injunctions against rival gadget makers on the grounds that they infringe Google's standard-essential patents. (A standard-essential patent is one that claims an invention that must be used to comply with a standard.)
Google rivals like Microsoft Corporation , which owns the search engine Bing, have long argued that Google's practice of manipulating search results harms competition. Web companies like Yelp Inc. and Expedia Inc. also complained that Google republishes, or "scrapes," their content without sending Web traffic their way.
To their relief, the FTC opened an investigation into Google's search practices with much fanfare in June 2011, signaling the seriousness of the probe by hiring Beth Wilkinson of Paul, Weiss, Rifkin, Wharton & Garrison as outside counsel. The FTC also launched a probe into Google's use of standard-essential patents in lawsuits against smartphone rivals like Apple Inc. and Microsoft.
Leading the defense effort against the search bias claims was Wilson Sonsini Goodrich & Rosati , Google's longtime go-to antitrust firm, and the firm's Susan Creighton, an FTC alum. Google also tapped Jeffrey Blattner, a former U.S. Department of Justice attorney who prosecuted Microsoft for antitrust violations during the 1990s. A former Hogan Lovells partner, Blattner now serves as strategic consultant at Legal Policy Solutions LLC.
Google later added a Williams & Connolly team led by John Schmidtlein, which was slated to try the case if it went to trial. Hogan Lovells also advised Google on an intriguing First Amendment question that might have come up at trialnamely, whether Google's search results are free speech.
Meanwhile, a team at Axinn, Veltrop & Harkrider led by John Harkrider handled the patent misuse claims.
After 17 months of closed-door negotiations, outgoing FTC chairman John Leibowitz said in a public statement that the agency did not find sufficient evidence to support an FTC challenge of Google's search-engine practices. In the patent misuse claims, however, the FTC convinced Google to agree to change its use of standard-essential patents.
For the Federal Trade Commission
Paul, Weiss, Rifkind, Wharton & Harrison:
Joseph Simons and Beth Wilkinson. (They are in Washington, D.C.) Wilkinson was selected as outside counsel in April 2012 by the chairman of the FTC.
Covington & Burling:
Thomas Barnett. (He is in Washington, D.C.) Barnett has represented Expedia, a member of the travel search coalition, and has testified before the U.S. Senate on behalf of Fairsearch.
For Google Inc. (Mountain View, California)
Wilson Sonsini Goodrich & Rosati:
Susan Creighton, Jonathan Jacobson, Dylan Liddiard, Lydia Parnes, Chul Pak, Franklin Rubinstein, Scott Sher, Seth Silber, and associates Dominique Alepin, George Karamanos, Stefanie Kim, Kara Kuritz, and Jacob Wolman. (Jacobson and Pak are in New York; Liddiard and Alepin are in Palo Alto; and the rest are in Washington, D.C.) The firm handled the search market matter.
Axinn, Veltrop & Harkrider:
John Harkrider, Russell Steinthal, counsel Morris Bloom, and associates Eric Barstad and Soojin Nam. (Bloom is in Washington, D.C.; the rest are in New York). The firm handled the patent settlement. Harkrider and Steinthal represented Google before the Justice Department when it acquired ITA Group Inc. in 2010 and Motorola Mobility Holdings Inc. in 2011.
Williams & Connolly:
Kevin Downey, David Kendall, Jonathan Pitt, John Schmidtlein, and associates Benjamin Stoll, Shelley Webb, and James Weingarten. (They are in Washington, D.C.) The firm was deposition counsel, according to Bloomberg.
Neal Katyal and J. Robert "Robby" Robertson. Katyal is a former acting solicitor general of the United States and Robertson is a former trial counsel at the FTC.
Legal Policy Solutions LLC:
Jeffrey Blattner. (He is in Washington, D.C.) Blattner was tapped for his expertise. As a Department of Justice attorney he prosecuted Microsoft for antitrust violations during the 1990s.
Jenna Greene, with T.C.
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In Re Verifone Holdings Securities Litigation
Pleading standards for securities fraud class actions may be very high, but they're not insurmountable, the U.S. Court of Appeals for the Ninth Circuit declared December 21, reviving a $1.8 billion shareholder action against VeriFone Holdings.
The decision is a boost for VeriFone's shareholders, who saw their investment's value plunge by nearly half in a single day in December 2007, after news came out that the company's former supply chain controller had fabricated inventory to boost earnings. It's also a win for Robbins Geller Rudman & Dowd partner Sanford Svetcov, who led the appeal on their behalf.
The appellate reversal came in spite of the Securities and Exchange Commission 's earlier decision not to charge VeriFone CEO Douglas Bergeron and CFO Barry Zwarenstein. The panel unanimously found that shareholders had provided sufficiently sound arguments that the two executives had pressured middle management to meet unrealistic earnings targets, then turned a blind eye when a controller fabricated inventory to make the numbers meet management's expectations.
VeriFone announced December 3, 2007, that it would restate earnings due to accounting errors. According to the complaint, filed before U.S. District Judge Marilyn Hall Patel in San Francisco, VeriFone executives had been upset by reports showing that margins were running below projections. "We need to get to 36.5 cents [in earnings]. Figure it out," CEO Bergeron emailed CFO Zwarenstein at one point, according to the Ninth Circuit's decision. Zwarenstein, in turn, emailed the supply chain controller that the company was off by $10 million in its forecast and suggested that there was a balance sheet error, according to the judge's order and in the panel's decision. Both courts noted that the controller subsequently made a $10 million adjustment to inventory figures, bringing reported earnings to Bergeron's precise target. But neither Bergeron nor Zwarenstein ever questioned how the controller found the $10 million, the judge wrote. Later, the controller made an additional multimillion-dollar adjustment based on inventory supposedly in transit from the corporation's Israel division, even though inventory was never shipped from Israel, the judge noted.
VeriFone and the executives argued that the controller was acting alone and that the executives were distracted by a merger. The SEC laid the blame on the controller, and Judge Patel dismissed the shareholder suit.
But Judge M. Margaret McKeown, writing for the panel, suggested that Judge Patel had looked at the evidence too narrowly. Viewed holistically, she wrote, the allegations suggested that the executives and VeriFone were deliberately reckless in their statements. She wrote that the court would draw no inference from the SEC's charging decision, and that U.S. District Judge Marilyn Hall Patel had erred by taking it into account.
VeriFone's petition for a rehearing was denied on January 30.
For plaintiff-appellant shareholders
Robbins Geller Rudman ?& Dowd:
Susan Alexander, Christopher Seefer, Sanford "Sandy" Svetcov, and counsel Patrick Coughlin. (Coughlin is in San Diego; the rest are in San Francisco.) Svetcov was lead counsel and presented the oral argument in the Ninth Circuit.
For defendants-appellees VeriFone Systems Inc. (San Jose) and Douglas Bergeron
Executive vice presidentcorporate development and general counsel Albert Liu.
Sullivan & Cromwell:
Brendan Cullen, Robert Sacks, and associate Sverker Högberg. (Sacks is in Los Angeles; the others are in Palo Alto.) Cullen previously has represented VeriFone in patent litigation.
For defendant-appellee Barry ?Zwarenstein
Morrison & Foerster:
Kevin Calia,Jordan Eth, and D. Anthony Rodriguez. (They are in San Francisco.) Eth has long represented VeriFone in securities litigation.
Scott Graham, with T.C.
Marcus is senior writer for TheDeal.com. Email: email@example.com.