DEFINING MATTERS 2015 Attorney Advertising
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DEFINING MATTERS 2015 Attorney advertising. Prior results do not guarantee a similar outcome. © 2016 Kramer Levin Naftalis & Frankel LLP TABLE OF CONTENTS A Letter from the Managing Partner 2 Litigation 4 Restructuring 14 Corporate Transactions and Finance 22 Intellectual Property 32 Real Estate, Land Use and Environmental 36 Tax, Employee Benefi ts and Individual Clients 44 Employment and Business Immigration 48 Pro Bono 52 Diversity 56 Firm Management and New Partners 58 A LETTER FROM THE MANAGING PARTNER Paul S. Pearlmann Dear clients, colleagues and friends: It is customary during this time of year to refl ect on the previous year’s accomplishments and plan for the year ahead. Looking back at 2015, we are particularly proud of the depth and longevity of our relationships, and we are grateful for the many opportunities we have had to widen our circle of friends. Highlights of our work in 2015 include the Puerto Rico bankruptcy, in which we represent bondholders of more than 35 percent of Puerto Rico Electric Power Authority’s (PREPA’s) outstanding bonds, and the Caesars Entertainment restructuring, where we are advising holders of more than $3.5 billion fi rst lien notes. We also obtained a complete victory on behalf of Elizabeth Elting in a precedent-setting case involving her company, TransPerfect, and a favorable verdict on behalf of longtime client Finjan in its patent infringement suit against Blue Coat Systems. On the transactional front, we represented General Maritime in its merger with Navig8 Crude Tankers Inc. and the subsequent IPO of the combined company, Gener8 Maritime Inc. In real estate, we handled two multibillion-dollar fi nancings for developers of Hudson Yards on the West Side of Manhattan. We also played an important role in the U.S. Supreme Court marriage equality case. These and many more “defi ning matters,” as we like to call them, are described in the following pages. 2 WE ARE PARTICULARLY PROUD OF THE DEPTH AND LONGEVITY OF OUR RELATIONSHIPS. The year was notable, too, for an unusually large (for us) number of lateral partner hires. Seven partners joined us since February 2015, helping to round out our commercial litigation, patent litigation, real estate, fi nance and fund formation practices. As I look over these pages, I am struck by the sheer diversity and quality of the assignments that have been entrusted to us. I know I speak for everyone at our fi rm when I say it is an honor and a privilege to work on such important matters alongside our clients and other professionals, and we look forward to continuing to earn their trust and friendship. Paul S. Pearlman Managing Partner Kramer Levin Naftalis & Frankel LLP 3 Litigation OUR RECORD OF SUCCESS in trying diffi cult commercial cases – including white collar defense and SEC matters – places us among the pre-eminent litigation groups in the nation. In recent years, we have tried to judgment a wide range of contract, fraud and other complex commercial disputes in industries as diverse as entertainment, energy, fi nancial services and consumer products. Our trial readiness often facilitates favorable settlements for clients. We also engage in alternative dispute resolution and international arbitration to achieve superior results. Commercial Litigation Represented Al-Rushaid Parker Drilling Co. Ltd., a Defended Al Haymon, a prominent fi gure in the boxing Saudi Arabian oil services venture, and affi liates, as world, against a $100 million lawsuit fi led by Top Rank plaintiffs in an action in federal court in Houston and Inc. alleging that Mr. Haymon and his companies in a related arbitration before the ICC in France against sought to monopolize the U.S. boxing management certain vendors who allegedly bribed our clients’ former and promotions markets. A federal district judge employees in connection with contracts related to in Los Angeles dismissed the case, ruling that Top procuring equipment and services necessary to build Rank “failed to allege how it has been injured by the and operate oil rigs. We recently won an appellate victory alleged conduct.” Top Rank subsequently amended its when the defendants attempted to compel our clients to complaint. In deciding a second motion to dismiss, the arbitrate with all defendants in the ICC arbitration, even court characterized the defense arguments as “very though only one defendant had an agreement with an persuasive,” but “more appropriately resolved on a ICC provision. The 5th Circuit agreed with our arguments motion for summary judgment.” and concluded that the remaining defendants had no Represented Axima Concept, a subsidiary of right to an ICC arbitration. In related actions pending in Engie Group, in arbitration proceedings against China New York Supreme Court, our clients also sued various State Construction Engineering Corporation Ltd. other vendors that allegedly paid bribes to plaintiffs’ relating to the construction of the Great Mosque of employees and the Swiss bank that assisted them in Algiers in Algeria. receiving and transferring the payments. The New York Court of Appeals granted our motion for leave to appeal Won a trade secret case for defendants KPMG US in the action against the Swiss bank that had been and KPMG Canada in a suit brought by A Star Group dismissed for lack of personal jurisdiction. We argued LLC in U.S. District Court for the Southern District of that the Supreme Court, Appellate Division – First New York. In July, the U.S. Court of Appeals for the Department misapplied controlling precedent in light of 2nd Circuit affi rmed a decision of the lower court the allegations that the Swiss bank had repeatedly used in which all of A Star’s claims against KPMG were its New York correspondent bank account to transfer dismissed with prejudice. funds in the bribery and kickback scheme. HONORS & ACCOLADES U.S. News & World Report and Best Lawyers gave Kramer Levin Tier 1 national and New York rankings in the areas of Commercial Litigation and Regulatory Enforcement in its 2016 Best Law Firms listings. Kramer Levin’s Litigation practice and several of its attorneys were honored by many of the country’s leading legal publications. In 2016, Benchmark Litigation named Kramer Levin a top-tier New York litigation fi rm. Chambers USA 2015 named our general Commercial Litigation practice in its “Elite” section and gave high rankings to our White Collar Defense and Investigations practice. 5 Obtained a $250 million settlement in an antitrust agents confi scated the coins from the Langbord family class action of consumer packaged goods companies, on the theory that they had been stolen from the United including The Kraft Heinz Company and The Dial States Mint sometime in the 1930s. Corporation, against News Corp. and affi liated In 2009, a federal court ruled that the government co-defendants alleging that News Corp. monopolized had acted unconstitutionally by seizing the coins and the third-party, in-store promotions market. had further violated the Langbords’ rights by depriving Obtained a precedential decision for Joan, Roy and them of due process of law. That court, however, David Langbord when the U.S. Court of Appeals for the refused to enforce the dictates of the Civil Asset 3rd Circuit ordered the federal government to return Forfeiture Reform Act of 2000 (CAFRA), which provides ten 1933 Double Eagle gold coins – among the most the government with limited time to commence a valuable coins in the world – to our clients. The case forfeiture action in court or otherwise return property began approximately 10 years ago when government to the person from whom it was seized. As a result, Kramer Levin Secures Victory for Elizabeth Elting in Precedent-Setting TransPerfect Case Kramer Levin is representing Elizabeth Elting, the co-founder, co-CEO and 50 percent owner of TransPerfect, in hard-fought litigation pending in Delaware Chancery Court against Philip Shawe, TransPerfect’s other co-CEO and 50 percent shareholder. TransPerfect is the world’s largest privately owned language services provider, with offi ces in 90 cities around the globe. Alleging irreconcilable deadlock with Mr. Shawe over the management and operation of the company, Ms. Elting sued for, among other things, the appointment of a custodian under Delaware law with powers to break the parties’ deadlock and put the company up for sale. The unusual litigation presented a combination of cutting-edge legal issues, extremely complex and contested facts, intense personal drama between the two sides, high stakes, and a remarkable level of misconduct by the opposition. Following expedited discovery involving millions of documents and dozens of fact and expert witnesses, the four consolidated cases comprising the litigation were tried before Chancellor Andre G. Bouchard in February and March 2015. On Aug. 13, 2015, in a sweeping 104-page decision, Chancellor Bouchard awarded Ms. Elting a complete victory. He appointed a custodian to sell the company in order to maximize value for the shareholders and also ordered the dissolution of a separate LLC held by the parties, granting Ms. Elting all of the relief she had sought in the case. In addition, all of Mr. Shawe’s claims against our client were dismissed, and a separate evidentiary hearing was ordered to determine whether, based on “very serious issues of spoliation and discovery abuse,” Mr. Shawe should be sanctioned by requiring him to pay “the entire amount of [Ms. Elting’s] attorneys’ fees and expenses” in the litigation. The court is expected to rule on sanctions sometime in spring 2016. The precedent-setting decision to force the sale of a company valued at more than $1 billion was important in reinforcing the Court of Chancery’s broad powers to do equity in cases of corporate deadlock, no matter the size of the company.