X

Thank you for sharing!

Your article was successfully shared with the contacts you provided.
Wachovia SouthTrust Like kudzu and Nascar, bank mergers are thriving in the South. On June 21 Charlotte-based Wachovia Corporation announced that it would spend $14.3 billion in stock to buy SouthTrust Corporation of Birmingham. The transaction is the biggest of three recent bank deals in Dixie, which has seen a lot of action because it has a relatively unconsolidated banking industry compared to other parts of the country. On May 9 Atlanta-based SunTrust Banks, Inc., agreed to buy National Commerce Financial Corporation of Memphis for $6.98 billion in cash and stock [Deals & Suits, September]. And Regions Financial Corporation of Birmingham came to terms on a $5.85 billion merger with Memphis-based Union Planters Corporation on January 23. Wachovia’s offer represented a 21 percent premium to SouthTrust’s preannouncement stock price. The buyer will pick up SouthTrust’s network of branches in Alabama and Florida, as well as a smaller presence in Texas. The companies hope to close the deal in the fourth quarter, pending approval by various regulators as well as both companies’ shareholders. For acquiror Wachovia Corporation (Charlotte, North Carolina) In-house: General counsel Mark Treanor, deputy general counsel Michael Watkins, deputy general counsel � regulatory Robert Andersen, and associate general counsel � corporate and securities Anthony Augliera and Ross Jeffries. Sullivan & Cromwell (New York): M&A: H. Rodgin Cohen, Mitchell Eitel, and associates Charles Gray, Jr., and C. Paul Palmer IV. Tax: Andrew Mason and associates Edouard Markson and Joseph Septimus. Executive compensation and employee benefits: Marc Trevino and associate Sandra Cohen. Sullivan was longtime counsel to First Union Corporation, which merged with Wachovia in 2002 and whose ex � CEO, G. Kennedy Thompson, currently holds the same post at Wachovia. For target SouthTrust Corporation (Birmingham) In-house: General counsel John Buchanan. The company had a small team on the deal because of a fear of leaks. Bradley Arant Rose & White (Birmingham): Paul Ware. The firm has represented SouthTrust for decades, according to Ware. Burr & Forman (Birmingham): Bruce Parsons. Burr & Forman has also counseled SouthTrust for many years. � David Marcus MGM Mirage Mandalay Mandalay Resort Group bluffed, but the Las Vegas casino company didn’t walk away from the table. Five days after saying that it had ended talks with crosstown rival MGM Mirage, Mandalay announced on June 16 that it had agreed to be acquired by MGM Mirage for $4.8 billion in cash and the assumption of $3.1 billion in debt. The agreement came after a whirlwind of negotiations. Mandalay rejected MGM Mirage’s first offer of $68 a share, announced on June 4, but later succumbed when the suitor upped its bid to $71 a share. MGM Mirage also dropped a clause in the merger agreement that would have given it until September 2005 to win antitrust approval for the deal. In the revised agreement, MGM Mirage says it hopes to close the deal by the end of the first quarter of 2005, pending approval by Mandalay shareholders and various regulatory agencies. The most critical will be the federal government’s antitrust review. A combined MGM Mirage/Mandalay would own two of the three casinos in Detroit and almost half the hotel rooms in Las Vegas. Regulators may require the buyer to divest assets before closing the deal. For acquiror MGM Mirage (Las Vegas) In-house: General counsel Gary Jacobs and assistant general counsel Bryan Wright. Christensen, Miller, Fink, Jacobs, Glaser, Weil and Shapiro (Los Angeles): Corporate: Terry Christensen, Janet McCloud, Jeffrey Soza, and associates Alvin Galstian, Daniel Kim, Edward Schultz, and Jacqui Sudeck. Real estate: Carolyn Jordan. Name partner Terry Christensen has represented MGM Mirage controlling shareholder Kirk Kerkorian and his various business interests for many years, and serves on MGM Mirage’s board. Fried, Frank, Harris, Shriver & Jacobson (New York): Antitrust: Deborah Garza, Charles “Rick” Rule, and associate Jonathan Kanter. (All are in Washington, D.C.) The firm has worked for Kerkorian on various matters. Fried, Frank represents Kerkorian’s company, Beverly Hills � based Tracinda Corporation, in its ongoing lawsuit against DaimlerChrysler AG, a case in which Christensen, Miller is lead counsel. For target Mandalay Resort Group (Las Vegas) In-house: General counsel Yvette Landau and associate general counsel William Martin. Cravath, Swaine & Moore (New York): Corporate: Scott Barshay, Marc Rosenberg, and associates Craig Arcella, Jose Guerra, Joseph Martin, and Christine Strumpen-Darrie. Tax: Lewis Steinberg and associates Grace Lee and Humberto Reboredo. Employee benefits: Patricia Geoghegan and associates Lori Diamond and Eric Hilfers. Environmental: Jeffrey Smith and associate Annmarie Terraciano. The deal is Cravath’s first for Mandalay, although it isn’t the firm’s first Vegas assignment this year. Rosenberg and Cravath partners Mark Greene and Peter Wilson are representing Las Vegas � based Boyd Gaming Corporation in its pending $1.3 billion acquisition of Coast Casinos, Inc. � D.M. May Department Stores Marshall Field’s With its latest purchase, The May Department Stores Company will have an even dozen of department store brands. May � which already owns Lord & Taylor, Filene’s, and Foley’s, among many others � announced June 9 that it had reached an agreement to buy Marshall Field’s from Target Corporation. May’s $3.24 billion cash bid beat out a competing offer from Federated Department Stores, Inc. The purchase will fill May’s shopping bag with 62 Marshall Field’s department stores � most of them in the Chicago, Minneapolis, and Detroit areas. May will also get seven Mervyn’s discount stores in Minneapolis, but will likely shutter them. At press time May hoped to close the deal by September 1, pending antitrust approval. Neither May nor Target shareholders must approve the transaction. May first bid for Marshall Field’s in 1990, but it lost to a $1 billion bid from Target’s predecessor company, The Dayton-Hudson Corporation. Four years ago Dayton-Hudson changed its name to Target in recognition of the discount chain’s growth, an ascent that made Marshall Field’s expendable. On July 29 Target announced that it was also selling its remaining collection of Mervyn’s stores � 264 of them in 14 states � for $1.25 billion to an investment consortium. For acquiror The May Department Stores Company (St. Louis) In-house: General counsel Alan Charlson and senior counsel Richard Brickson. Skadden, Arps, Slate, Meagher & Flom (New York): M&A: Joseph Flom, J. Michael Schell, Margaret Wolff, and associate P. Gifford Carter. Tax: Sally Thurston and associate Melissa McCann. Employee benefits and executive compensation: Stuart Alperin and associate Jill Witkowski. Antitrust: Neal Stoll and counsel Ian John. Intellectual property: Stuart Levi and associate Andrew Woodard. Labor and employment: John Furfaro and associate Carl Guida. Skadden has represented May since the early eighties, when the firm was first retained as M&A counsel. For seller Target Corporation (Minneapolis) In-house: General counsel James Hale. Faegre & Benson (Minneapolis): Corporate: Philip Garon, Samuel Rosenstein, Michael Stanchfield, and David Vander Haar. Real estate: Thomas Mayerle and John Wheaton. Employee benefits: Richard Nelson. Intellectual property: Gary Weinstein. Dayton-Hudson has been a client of Faegre for decades. For failed bidder Federated Department Stores, Inc. (Cincinnati) In-house: General counsel Dennis Broderick and assistant general counsel Padma Cariappa. Jones Day (Cleveland): Mark Betzen and Lyle Ganske. (Betzen is in Dallas.) Jones Day is Federated’s regular outside counsel. Prometheus Radio Project et al. v. FCC Influential critics have forced Michael Powell’s deregulatory show to take a hiatus. In a 2-to-1 decision on June 24, judges at the U.S. Court of Appeals for the Third Circuit threw out the controversial media ownership rules that the Federal Communications Commission issued in 2003. Various civic groups argued that the rules � created by FCC chairman Powell � wrongly eased regulations that had been designed to prevent any one owner from controlling too many media properties in a single market. The court agreed and ordered the FCC to recraft its formula for evaluating the concentration of media ownership in local news markets. The dispute revolved around the FCC’s “diversity index,” a methodology designed to evaluate variety within media markets. Using this index, the agency had raised the caps on the numbers of television stations, radio stations, and newspapers that could be owned in a city by any one company. The judges said that the FCC’s formula depended on “irrational assumptions and inconsistencies.” The court forbade the FCC from asking the whole court to evaluate the decision, as many Third Circuit judges already had recused themselves from considering the case. The agency had until September 24 to appeal to the U.S. Supreme Court. At press time several lawyers involved in the case thought that would be unlikely because Powell, a Republican, would not want the rules to become a campaign issue. Most likely, the FCC will spend the next year revamping the rules, hoping its next production wins over the critics. For plaintiffs Consumers Union and The Consumers Federation of America Kelley Drye & Warren (New York): Glenn Manishin and associate Stephanie Joyce. The firm has represented the CFA pro bono since 1996. For plaintiff Media Alliance Citizens Communications Center Project, Institute for Public Representation at Georgetown University Law Center (Washington, D.C.): Professor Angela Campbell and staff attorneys James Bachtell and Karen Henein. The institute has represented Media Alliance previously. For plaintiff Minority Media & Telecommunications Council (Washington, D.C.) In-house: Executive director David Honig and legal fellows Fatima Fofana and Julie Smith. Weil, Gotshal & Manges (New York): Former associate Nicolaine Lazarre. She worked pro bono. For plaintiffs National Association of Black Owned Broadcasters and Rainbow/Push Coalition Rubin, Winston, Diercks, Harris & Cooke (Washington, D.C.): James Winston. For plaintiff The National Council of the Churches of Christ in the United States Pace Law School (White Plains, New York): Professor Shelby Green. For plaintiff Prometheus Radio Project (Philadelphia) Spear, Wilderman, Borish, Endy, Spear and Runckel (Philadelphia): Samuel Spear. Media Access Project (Washington, D.C.): President Andrew Schwartzman and deputy director Cheryl Leanza. The firm also was a plaintiff. For defendant Federal Communications Commission (Washington, D.C.) In-house: General counsel John Rogovin, associate general counsel Jacob Lewis, litigation division chief Daniel Armstrong, and staff attorneys Nandan Joshi and Grey Pash, Jr. U.S. Department of Justice, Antitrust Division (Washington, D.C.): Assistant attorney general R. Hewitt Pate, deputy assistant attorney general Makan Delrahim, chief of appellate section Catherine O’Sullivan, and appellate attorneys James Fredricks and Nancy Garrison. � Lisa Lerer Schieffelin et al. v. Morgan Stanley One Wall Street firm has found out that glass ceilings can be costly. On July 12 Allison Schieffelin and the U.S. Equal Employment Opportunity Commission agreed to a $54 million settlement with Schieffelin’s former employer, Morgan Stanley, after she complained that she was passed over for a promotion because she was a woman. The settlement also covers a class of other female employees in the company’s institutional equity division ["An Expensive Message," September]. Schieffelin originally filed her sex discrimination complaint with the EEOC in August 1998. Morgan Stanley fired her in 2000. The next year, the EEOC filed a suit on behalf of Schieffelin and her divisional colleagues, accusing company executives of frequent refusals to promote women. The class included four levels of employees: associates, vice presidents, executive directors, and managing directors. The two sides settled after the jury was picked. The settlement awards Schieffelin $12 million in projected lost income. In addition, $40 million will endow a fund for past and present female employees from her division who claim they were discriminated against between January 1, 1995, and July 15, 2004. Claimants must formally file complaints and have them adjudicated before receiving an award. Out of the 340 women covered by the settlement, around 60 have contacted the EEOC about making claims, says Schieffelin’s lawyer, Wayne Outten. Any money left over from the $40 million will fund scholarships for female students at business schools around the country. Finally, Morgan Stanley will earmark $2 million for diversity training within the company. An outside monitor will ensure that the work environment remains unbiased. For plaintiffs Allison Schieffelin and female employees at Morgan Stanley’s Institutional Equity Division Outten & Golden (New York): Parisis Filippatos, Adam Klein, Wayne Outten, and associates Piper Hoffman, Douglas James, and Scott Moss. (Filippatos is now a partner at Filippatos Risk in New York. Moss now teaches at Marquette University Law School.) Equal Employment Opportunity Commission (Washington, D.C.): General counsel Eric Dreiband, deputy general counsel James Lee, regional attorney Katherine Bissell, supervisory trial attorney Elizabeth Grossman, and trial attorneys Raechel Adams, Michelle Caiola, Michael Ranis, Kam Wong, and Stella Yamada. (All but Dreiband and Lee work in New York.) For defendant Morgan Stanley (New York) In-house: General counsel Donald Kempf, Jr. Kirkland & Ellis (Chicago): Gabor Balassa, Wendy Bloom, Thomas Dutton, Emily Nicklin, Helen Witt, W. Allen Woolley, and associates Frederick Block, Lauren Casazza, Brian Kavanaugh, and Kathryn Taylor. Kempf is a former partner at the firm. Morgan, Lewis & Bockius (Philadelphia): Mark Dichter, Andrew Schaffran, and partner-elect Sarah Bouchard. (Schaffran works in the New York office.) Before Kempf came to Morgan Stanley, he was cocounsel with Dichter in an EEOC case. � Taeho Lim U.S. v. MacKenzie et al. Federal prosecutors pursuing fraud in the pharmaceutical industry had to swallow a harsh dose of failure this summer. On July 14 a jury acquitted eight current and former officials of TAP Pharmaceutical Products Inc. who had been charged with giving kickbacks to doctors to promote sales of the company’s pills. TAP spent $875 million to settle related charges in 2001, which arose from a suit filed by a whistle-blower. Following that settlement, the U.S. attorney’s office filed a criminal complaint against the TAP officials. The failure of the government’s prosecution calls into question the validity of the whistle-blower’s testimony. In the earlier settlement, the U.S. attorney’s office compensated whistle-blower Douglas Durand, a former TAP executive, with $78 million. Under the False Claims Act, whistle-blowers receive between 15 and 25 percent of a settlement, depending upon how much they helped. This was the largest-ever payout to a health care whistle-blower. During the three-month trial against the TAP officials, Durand repeated his earlier testimony that the defendants conspired to offer meals and trips to induce physicians to buy Lupron, an injectable prostate cancer drug, and the heartburn drug Prevacid. The Anti-Kickback Law bars this behavior. The defense attorneys argued that the executives had legitimate motives for offering the gifts. Because of the acquittals, the judge ordered the U.S. attorney’s office to defend a guilty plea entered in December by another former executive. This executive pled to conspiracy, but now stands as the sole conspirator. For plaintiff United States of America U.S. Attorney’s Office for the District of Massachusetts (Boston): Assistant U.S. attorneys Michael Loucks, George Vien, and Susan Winkler. For defendant Alan MacKenzie Stetler & Duffy (Chicago): David Stetler, William Ziegelmueller, and associate Joni Green. MacKenzie is the former vice president of sales at TAP. For defendant Donald Patton Dwyer & Collora (Boston): Daniel Cloherty, William Kettlewell, and associate Sara Noonan. Patton is the former vice president of marketing at TAP. For defendant Eric Otterbein Latham & Watkins (Los Angeles): Robert Tarun and associate Julie Bailey. (Both work in the Chicago office.) Otterbein is the director of sales training at TAP. For defendant Henry Van Mourik Nutter McClennen & Fish (Boston): Christa von der Luft and Robert Ullmann. Van Mourik is a district manager at TAP. For defendant Donna Tom Nixon Peabody (Rochester, New York): Robert Kirby, Jr., Robert Sherman, and associate Marisa Jaffe. (All are in the Boston office.) Tom is a former district manager at TAP. For defendant Rita Jokiaho Eckert Seamans Cherin & Mellott (Pittsburgh): Stephen Delinsky and associate Jeffrey Marcus. (Marcus works in the Boston office.) Jokiaho is a district manager at TAP. For defendant Carey Smith Martin, Brown & Sullivan (Chicago): Royal Martin and Leigh Roadman. Smith is a former product representative at TAP. For defendant Mark Smith Butzel Long (Detroit): David DuMouchel and Laurie Michelson. Smith is a district manager at TAP. � Rena Paul

This content has been archived. It is available exclusively through our partner LexisNexis®.

To view this content, please continue to Lexis Advance®.

Not a Lexis Advance® Subscriber? Subscribe Now

Why am I seeing this?

LexisNexis® is now the exclusive third party online distributor of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® customers will be able to access and use ALM's content by subscribing to the LexisNexis® services via Lexis Advance®. This includes content from the National Law Journal®, The American Lawyer®, Law Technology News®, The New York Law Journal® and Corporate Counsel®, as well as ALM's other newspapers, directories, legal treatises, published and unpublished court opinions, and other sources of legal information.

ALM's content plays a significant role in your work and research, and now through this alliance LexisNexis® will bring you access to an even more comprehensive collection of legal content.

For questions call 1-877-256-2472 or contact us at [email protected]

 
 

ALM Legal Publication Newsletters

Sign Up Today and Never Miss Another Story.

As part of your digital membership, you can sign up for an unlimited number of a wide range of complimentary newsletters. Visit your My Account page to make your selections. Get the timely legal news and critical analysis you cannot afford to miss. Tailored just for you. In your inbox. Every day.

Copyright © 2020 ALM Media Properties, LLC. All Rights Reserved.