YEAR IN REVIEW 2019
d Paul Dacey American. b. 1960 Crown and Thorn Quilt, 1994-95 Acrylic on plastic disks Dechert’s Philadelphia office
Dechert is proud to support the arts. From commissioning artwork to providing a wide variety of support to institutions around the world, art is at the core of the firm’s culture and community. 2 The summer of 2019 saw a blockbuster run of financial services M&A, culminating in US$30 billion of deals run from our offices across the U.S., Europe and Asia. Despite all the political and market uncertainty, many of our clients still have an appetite for growth and investment.
We share that positive outlook, provided that businesses protect themselves from the ever-growing challenges of legal, regulatory and economic risks. This is where we believe that Dechert can make a tangible difference. Our focus remains on the most complex and challenging situations that our clients face, those areas that bring the most risks and require the most innovative thinking. We continue to support our clients as they explore evolving markets such as fintech, permanent capital and private credit, which will continue to expand and create new opportunities and value into 2020 and beyond. In the U.S. and Europe, we have been advising clients on identifying LIBOR exposure and counseling them on maneuvering through the transition process, as well as preparing for possible litigation.
In the celebrated Calamos litigation, we helped our client defeat an unfounded claim that advisory fees breached fiduciary duties. This victory will help the mutual fund industry turn the tide of vexatious ‘excessive fee’ litigation and will be crucial in protecting the investment management sector’s competitiveness. On behalf of Walmart, our white collar team helped settle one of the largest FCPA investigations in history, and we continue to advise on the largest ongoing investigation in Europe.
Our product liability team secured huge trial wins for Pfizer in the Lipitor and Zoloft disputes. Going into 2020, we will be defending Saint-Gobain Performance Plastics in several large-scale multi-state PFOA-related lawsuits across the U.S., as well as continuing to defend Purdue Pharma in some 1,300 opioid litigation cases aggregated in a multi-district litigation (MDL) in Ohio.
What binds these very different types of work, and makes Dechert such a formidable firm, is the quality of our lawyers and our culture. Dechert’s Culture Statement connects us with our clients, as it focuses on excellence in service, creative thinking and how we build community within the workplace.
3 Andy J. Levander, Chair and Henry N. Nassau, Chief Executive Officer
Innovation through alternative to serve local communities and provide than 70 percent of newly arrived providers and AI-driven tech remains vital assistance to those most in need. lateral partners this year are women. at the forefront of many clients’ On page 29, you will read about Willie minds. In response to this demand, Veasy, a Philadelphia man convicted As we look to the year ahead, Dechert our technology team launched a of murder in 1993, who was cleared remains determined to move the number of transformative projects of all charges and freed this year needle further. We hope you enjoy this year that aim to enhance client thanks to Dechert’s James Figorski and reading about some of the highlights service and save both time and Christine Levin, and the Pennsylvania of 2019. Thank you for joining us on resources. Read on page 22 what Innocence Project. This was one of the this journey. this means for us and our clients. most emotional and inspiring stories in our recent history and an example Andy and Henry In other key initiatives, we have of what we can achieve when we give rolled out a new gender-neutral our time and resources back to the U.S. parental leave policy that communities across the world that we applies to all employees. Our so proudly serve. SASS (Sponsorship and Sustained Support) program, launched by our Strategic growth remains critical to Global Women’s Initiative, reflects Dechert’s success. The firm promotes Dechert’s commitment to the career and integrates star practitioners Ranked by the Financial Times development of our female associates across practice areas and around the as the most innovative firm world, broadening and deepening and helps lawyers successfully for legal expertise in North navigate the path to partnership. In our ability to serve our clients. We America, 2019. Just two other recognition of our commitment to welcomed 16 new lateral partners building an inclusive firm that reflects across eight offices in the past 12 firms made the FT’s top 15 for the diversity of the world in which months, enhancing our presence in legal expertise in North America, we practice, we have also achieved the economic centers that are most Europe and Asia. Mansfield Rule 2.0 Plus Certification. important to those clients. In 2019, we also elevated 11 new partners Dechert was named to Law360’s We continue to encourage all our in six offices, reinforcing strategic Global 20 list of firms with people to undertake service in the strengths globally. As we continue to public interest. Over the past year, keep diversity and inclusion at the the greatest global reach and Dechert lawyers completed more than heart of who we are, we are delighted expertise in 2019 – for the fifth 80,000 hours pro bono as they worked to see that six of those 11 and more successive year.
4 Turning the tide for advisers facing ‘excessive fee’ litigation
Dechert has proved extremely effective in representing investment advisers and mutual fund independent trustees caught up in a wave of ‘excessive fee’ litigation brought under Section 36(b) of the Investment Company Act of 1940.
Since the Supreme Court’s 2010 decision in Jones v. Harris Associates, Securities litigation team ranked more than two dozen fund complexes “Standout”, FT Innovative Lawyers have faced claims that fees paid to Awards North America, 2019 investment advisers are excessive and represent a breach of fiduciary duty. As the cases raise structural challenges to the entire mutual fund industry, litigating robustly is key to protecting the investment management industry’s competitiveness.
In the most recent trial victory, Dechert’s litigation team, led by Matthew Larrabee and David Kotler, received a comprehensive ruling that significantly greater services and performance of the fund for the benefit in favor of Calamos Advisors LLC risks were entailed in advising the of its shareholders. The court also (CAL), rejecting a Section 36(b) fund as opposed to CAL’s institutional fully rejected the plaintiffs’ attacks on claim brought by two Growth Fund or sub-advisory accounts. The court the manner in which CAL calculated shareholders. The plaintiffs claimed also found that the fund’s board profitability for purposes of the Section that the advisory fees paid by the fund was “fully informed, conscientious, 15(c) process. to CAL were excessive and in breach and careful” in approving Calamos’ of CAL’s fiduciary duty imposed by the annual advisory fee. “This was a smashing victory for Investment Company Act. Calamos and a big win for the industry as a whole,” says Larrabee. “The In September 2019, Judge Edgardo The court also acknowledged and court comprehensively rejected every Ramos of the Southern District of credited the board’s strong and substantive contention advanced by New York rejected the plaintiffs’ transparent process, particularly the plaintiffs and embraced all of the core contention that fees charged to with respect to its consideration key points Calamos made and all of its institutional or sub-advisory clients of the fund’s performance history witness testimony.” should act as a ceiling for fees and the “numerous significant and charged to a mutual fund, finding costly” steps CAL took to improve the
We“ are gratified that the court recognized the important role that the fund’s board of trustees plays with respect to fees, in ensuring that CAL continually seeks to provide high-quality services to the fund’s shareholders.” David Kotler Partner
5 Defending Saint-Gobain Performance Plastics
Saint-Gobain Performance Plastics is a producer of engineered high-performance polymer products for wide-ranging daily use from roofs for iconic sports stadiums to life-saving hazmat suits. When it found itself the target of large-scale multi-state lawsuits in New York, New Hampshire and Vermont over the industrial chemical perfluorooctanoic acid (PFOA), it turned to Dechert’s market-leading product liability and mass torts team for its defense strategy.
PFOA during its past processing Product Liability Department of the Year – operations has caused property-related New York Law Journal, 2019 damage arising from the presence of PFOA in groundwater, and, as the case may be, personal injury, or the right to medical monitoring in individuals without disease.
So far, Dechert has persuaded the U.S. Court of Appeals for the Second Circuit to hear interlocutory appeals on vital Product Liability Practice Group of the Year – legal points affecting the viability of Law360, 2018 the plaintiffs’ assertions over property damage and request for medical monitoring in New York. In Vermont, Bert Wolff, Douglas Fleming, Sheila Birnbaum and Mark Cheffo Dechert has filed a petition to appeal The litigation against Saint-Gobain surge in regulation and legislation to the Second Circuit, with amicus – both individual and putative class focused on PFOA. support from the U.S. Chamber actions – is currently active, defended of Commerce, the American Tort by a formidable line-up from Dechert’s Since the 1940s PFOA has been a Reform Association and the National product liability team: New York common presence in products such as Association of Manufacturers. In New partners Sheila Birnbaum, Mark carpeting, upholstery, floor wax, fire- Hampshire, the team successfully Cheffo, Douglas Fleming, Rachel fighting foam and sealants. Unregulated opposed an effort to resist production Passaretti-Wu and Bert Wolff, counsel for most of its history, it has become of plaintiffs’ medical records. Class Paul LaFata, and associates from the subject to increasing public attention; certification and a Daubert briefing – New York, Chicago, and Philadelphia hence new state regulation and a motion to exclude unreliable expert offices. As well as the high-profile litigation targeting various companies. evidence – are in progress in the New litigation, the team also counsels In Saint-Gobain’s case, plaintiffs claim Hampshire litigation. Saint-Gobain on handling the recent that its use of materials containing
Saint-Gobain“ frequently turns to Dechert to defend the company in its most consequential, high-stakes litigation in the United States. Their sophistication, depth of experience, and legal creativity – especially in the area of complex mass tort litigation – is simply unrivaled. When the case is unprecedented and alleged to be perilous, there is no better partner to have in the trenches than Dechert.” Saint-Gobain
6 More than the sum of its parts: Kymera and Vertex collaborate to change medicine
Kymera Therapeutics and Vertex Pharmaceuticals signed an agreement in May 2019 that stands out as a potential game-changer in collaboration between biotech platforms and big pharma.
Dechert partner Andrea Reid negotiated the IP aspects of this Andrea Reid, who led the Kymera deal, was a finalist in agreement on behalf of Kymera – the LMG Life Sciences Awards, 2019 in the “Patent Strategy & one of only a handful of biotechs Management Attorney of the Year – Massachusetts” category operating in a very niche field: targeted protein degradation. Its research is focused on the discovery of drugs that drive the elimination of disease-causing proteins, which are targeted and directed to the body’s innate protein recycling system.
The cutting-edge technology powering Kymera’s proprietary targeted protein degradation platform, known as Pegasus™, has the potential to than US$1 billion in potential payments inventor on 14 U.S. patents, Reid transform the treatment of serious upon the successful achievement devised the innovative IP strategies diseases involving inflammation and of specified research, development, that have underpinned some of the fibrosis, including cancer. regulatory and commercial milestones highest-profile collaborations between The US$70 million strategic, four-year spanning six programs. therapeutic platform companies R&D collaboration aims to create novel and big pharmaceutical companies, Reid, co-leader of Dechert’s global medicines by leveraging the potential such as Nimbus Therapeutics’ novel life sciences practice, oversaw the IP of the Pegasus™ platform to expand agreement with Celgene Corporation aspects of the collaboration from the the current pool of available drugs in 2018. initial negotiations to its completion and Vertex’s scientific, clinical and in May 2019. A former medicinal regulatory capabilities. and process chemist with more than As well as this upfront investment, three decades of experience in the Kymera is also eligible to receive more pharmaceutical industry and an
“We are fortunate at Dechert to be able to provide clients like Kymera with deep understanding of life science technologies and the best means to protect scientific breakthroughs. We augment our technical capability with a robust understanding of our clients’ business models and the expertise to negotiate a complex commercial transaction, like this one.” Andrea Reid Partner
7 Sealing the deal: Funding the world’s biggest real estate buyout
At US$18.7 billion, the purchase price for Blackstone’s acquisition of a major industrial warehouse portfolio from Singapore-based GLP made it the largest private real estate transaction ever.
While Blackstone would invest a stakeholders involved, including the debt was structured as CMBS and mixture of cash and equity and would the lenders, the borrower, servicers, mezzanine loans to be securitized and also absorb some of GLP’s debt, it also ratings agencies, mezzanine lenders sold, a US$1.9 billion portion was sought to tap a Citi-led syndicate of and subsequent investors in the debt. syndicated by the banks, effectively six global banks for US$8.5 billion of dividing the deal into two parallel commercial mortgage-backed securities The firm’s lawyers had to juggle transactions. The CMBS loan was the (CMBS) and balance-sheet debt. many moving parts and perform largest single-asset, single-borrower diligence on more than 500 industrial CMBS transaction since the financial As lead counsel to Citi and the properties located in multiple states. crisis and the second-largest ever. co-lenders on the loan, Dechert’s In all, 70 lawyers and paralegals from real estate finance team needed seven of the firm’s offices worked to structure the deal to take on the transaction. To add to the into account the interests of all challenge, while US$6.6 billion of
Dechert“ performs well in negotiating deal structures that balance the interests of all parties – lenders, borrowers, servicers, ratings agencies, mezzanine lenders and investors. Our aim is to deliver win-win transactions.” Justin Gdula Partner
8 Setting records with Starwood
In another landmark financing deal, advised Starwood’s mortgage real Starwood Property Trust, the largest the firm’s global finance group estate investment trust, Starwood commercial mortgage REIT in the advised Starwood Capital Group, a Property Trust, and various affiliates, U.S., focuses chiefly on financing, Connecticut-based private investment as co-issuers and seller of the CLO, managing, originating and acquiring firm and long-time Dechert client, known as STWD 2019-FL1. Notes in commercial real estate loans and on the issuance of a US$1.1 billion the CLO were backed by floating-rate other commercial real estate debt. The commercial real estate collateralized and fixed-rate commercial real estate transaction represented its debut CRE loan obligation (CRE CLOs), one of the loans. The entire transaction was CLO issuance. largest since the financial crisis. consummated in less than 60 days, an extremely tight timeframe necessary to A team led by Rick Jones, co-chair meet the company’s pricing window. of Dechert’s global finance group, “Best Law Firm for CLO Managers” – Creditflux CLO It takes expertise, confidence and a top-level team to Census, 2019 “clinch a debut CLO issuance of such size.” Rick Jones Partner “Best Law Firm for CLOs” – GlobalCapital Securitization Awards, 2019
Investing in ‘real assets’
Dechert has been engaged by Barings and natural resources, as well as worldwide. A cross-practice and cross- LLC on numerous fund matters during intangible assets such as copyrights office team included partners Carl de the course of 2019, including as and trademarks. This project included Brito (corporate and funds, New York), fund formation counsel to a target a parallel fund structure (Luxembourg Gus Black (funds, London), Joshua US$2 billion global private equity RAIF and Delaware and Cayman Milgrim (tax, New York) and Drew fund focusing on investments in entities) which permits the sponsor Oringer (ERISA, New York). ‘real assets’, including infrastructure to attract multiple investor classes
This“ new fund will enable Barings to offer its investors a differentiated investment opportunity in assets that target short-term income and value creation, which our client sees as an area of significant potential growth.” Carl de Brito Partner
9 Future-proofing a multinational retailer
Walmart’s rapid expansion from stateside retailer to sprawling multinational brought global success, but also regulatory challenges that threatened its reputation as one of the world’s favorite brands.
Recognized as one of the world’s leading investigations practices in Global Investigations Review’s GIR 30 list, 2019
In 2011, the U.S. DOJ and SEC The investigation focused on Walmart’s In 2016, Walmart won an award launched investigations into historic anti-corruption controls in Brazil, from New York Stock Exchange violations of the Foreign Corrupt Mexico, India and China prior to Governance Services, a subsidiary Practices Act (FCPA), in what would April 2011. It was alleged that local of the NYSE, for “Best Governance, become one of the most comprehensive intermediaries in these jurisdictions Risk and Compliance Program” for probes of its kind. Eight years later, made payments on behalf of the large-cap companies. The DOJ/SEC’s Dechert’s New York-based white collar company in violation of the FCPA. final determinations took account and securities team, led by former In response, Dechert, on behalf of Walmart’s co-operation and the federal prosecutor David Kelley, helped of the Audit Committee, together systematic steps it took – with bring the litigation to a successful with company counsel, undertook a Dechert’s assistance – to embed gold- close, with Walmart paying a combined rigorous internal investigation. As well standard ethics and compliance into settlement of US$283 million. as handling the complex disclosure all its business operations. process and client interactions “The protracted DOJ/SEC investigation with the DOJ and SEC, the team overhauled Walmart’s existing of Walmart’s alleged FCPA violations This was vital was initiated by a Pulitzer Prize- compliance program, establishing “for the ‘future- winning exposé in The New York Times, an integrated global anti-corruption but which ultimately was shown by compliance program that upscaled proofing’ of counsel to be more worthy of the anti-corruption policies, procedures Walmart’s Pulitzer for fiction than for journalism,” and internal controls in every country business, as says Kelley, who advised Walmart’s in which Walmart operates. “This was well as satisfying the regulatory Audit Committee. “This case ended a considerable logistical undertaking with a settlement worth a mere fraction for the world’s largest company with a authorities.” of that predicted by the FCPA pundits.” presence in 27 countries,” says Kelley. David Kelley Partner
10 Thinking big: Qoo10 acquires ShopClues
Singapore-based Qoo10 Pte. Ltd. acquired ShopClues in October 2019 in order to enhance its own growing operations throughout Asia, and to access India’s huge retail market. ShopClues is one of India’s leading online retailers, selling electronics and lifestyle items through a network of more than 700,000 small and micro-merchants.
Dechert’s corporate team in Asia: winner, “Private Equity Deal of the Year”, IFLR Asia Pacific Awards, 2019
Singapore corporate partner Siew This deal is part of a series of fundraising and in the acquisition of Kam Boon and counsel Timothy Goh transactions undertaken by Qoo10 Indian mobile payments app Momoe. took the lead advising Qoo10 on to realize its pan-Asian commercial this transformative deal, which will strategy, involving growing and exiting “Singapore is a crucial hub for cross- connect ShopClues’ merchants to North Asia through the divestment of border deals of this sort,” says Eric global markets via Qoo10’s presence its Japan business to eBay in 2018, Deltour, co-head of Dechert Asia. “This across Singapore, Indonesia, Malaysia, consolidating its position in Southeast has been another strong year for all of China and Hong Kong, while at the Asia, and then expanding into India. Dechert’s practices in Asia, and many same time giving Qoo10 access to the In 2019, Dechert also advised Qoo10’s of our clients are looking forward very enormous Indian retail market. logistics subsidiary, Qxpress, in enthusiastically to 2020.”
This deal will The significant level of transactional activity in the harness“ the “technology space in South and Southeast Asia has full power of been one of the few highlights over the past year in cross-border an investment environment that has been severely e-commerce impacted by macroeconomic factors such as the and bring together for our client China-U.S. trade war. This transaction is evidence that despite the some of the world’s biggest and global slowdown, there is still steady growth in some sectors and fastest-growing markets.” geographies, creating interesting opportunities for our clients.” Siew Kam Boon Partner Dean Collins Partner
11 Dublin office expands to stay ahead of ETF boom
Funds are choosing to locate in Ireland more than ever. In 2019 assets in Irish-domiciled funds reached an all-time high of more than €2.5 trillion, with a major rise in exchange-traded funds (ETFs) – for which Ireland is the largest base outside the United States.
their Irish operations far more than originally anticipated.” The team also regularly works with global colleagues to assist businesses re-domiciling assets from other jurisdictions to Dublin, as well as keeping clients up-to-date with the rapidly evolving regulatory landscape in Ireland, where the Central Bank of Ireland is a particularly proactive regulator.
“Since Widger joined we’ve seen a lot of energy around our Dublin team,” says Christopher Christian, a
Photo courtesy of IPUT Real Estate Dublin. U.S.-based financial services partner with strong links to Dechert’s Ireland Since joining Dechert in January ensures that asset managers can practice. “We have seen a dynamic year 2019, new Dublin office managing access best-in-class global, and not of growth and change in our Dublin partner Carol Widger has recruited a just Irish, legal advice. office, which acts as a key driver within number of new associates as well as Dechert’s global funds practice.” partner Ciara O’Leary, who specializes The Dublin office is well placed to in exchange-traded funds (ETFs), accommodate the continued uptick European retail regulated funds in Brexit-related work since the UK (UCITS) and alternative investment referendum in 2016. “We have helped funds (AIFs). These Dublin hires to set up management companies in augment Dechert’s global funds team, Dublin for our global clients,” says which straddles Ireland, the UK, Widger. “Now that those clients have Luxembourg, France and Germany, as a physical presence here with boots on Part of the well as the U.S. and Asia. Expansion the ground they are starting to utilize attraction“ of joining right now is the ambition of the firm. Dechert was the first U.S. law firm to have Our expanding team shows that a“ presence in Dublin, and 2019 has seen a Dechert is serious about growth substantial re-positioning, with more hires and has a long-term strategy to in the pipeline.” achieve it.” Carol Widger Partner Ciara O’Leary Partner
12 Refinitiv: Creating a market data and analytics giant
One of 2019’s landmark corporate deals was the London Stock Exchange’s announcement that it intends to acquire Refinitiv for US$27 billion, bringing together the LSE’s global information services and Refinitiv’s market data, analytics and execution business.
This combination will create the world’s largest listed financial infrastructure Private Equity Practice Group provider in a deal that the Financial of the Year – Law360, 2018 Times stated would turn the LSE into “a global markets and information powerhouse to rival Michael Bloomberg’s financial data empire.”
Dechert is advising Singapore’s sovereign wealth fund GIC as part of the selling consortium (which also includes Blackstone and the Canada Pension Plan Investment Board), as well as Thomson Reuters, which together own Refinitiv. The terms of the deal will see Refinitiv’s backers Dechert also played a key role in GIC’s retain approximately a 37 percent original acquisition of its stake in economic interest (but less than a Refinitiv (then branded as Thomson In addition to 30 percent voting interest) in the “ Reuters’ Financial & Risk business), the opportunity combined company. which took place less than a year to showcase our before this disposal was announced. team’s abilities Central to Dechert’s ability to advise “Usually the hold will be three to GIC are the firm’s capabilities in New five years,” says Mark Thierfelder, across multiple York and London. Bringing together a Dechert’s global chair of private jurisdictions and practice areas, cross-practice team of private equity, equity, “so this was an unusually quick the sheer scale and complexity corporate, antitrust, trade/foreign turnaround. It promises to be a very of this deal made it the sort of investment, regulatory and tax lawyers successful sequence of deals for GIC.” also ensured that Dechert was able challenge that private equity to provide a comprehensive advisory lawyers love.” service, as well as geographical Jonathan Kim Partner coverage. Financial services is a growing area with huge potential for deal activity in the coming years, and as a highly regulated sector it requires dedicated transactional and regulatory Combining our UK public company expertise with specialists who understand the “our global private equity capability was key to industry and its complexities. Dechert this transaction.” is one of very few firms that can offer clients a deep bench of experience in Christopher Field Partner this area across multiple offices.
13 Protecting creditors against abusive restructurings
While most debtors do not deliberately attempt to evade their commitments, an increasingly globalized world offers opportunities for indebted businesses to seek to use different legal systems to do so. This year, Dechert has helped two major creditors fight back against such abusive restructurings in multiple proceedings in the United States, Europe and Asia.
In a landmark UK case between a Silver’s team devised a strategy resting that addresses similar issues relating creditor and the International Bank of on the 19th-century case of Gibbs, to abusive restructurings, involving Azerbaijan (IBA), London partner Adam which ruled that a debt may only a New York jury trial and an ongoing Silver’s team succeeded in upholding be discharged according to its own restructuring dispute with proceedings a fundamental principle of English law governing law. In June 2019, the UK’s in New York and Singapore. that protects creditors against foreign Supreme Court confirmed that it would debt proceedings. Franklin Templeton not interfere with the Court of Appeal’s Investment Management, which decision that the rule in Gibbs applied held many of IBA’s US$500 million in this case. IBA had exhausted its Eurobonds, declined to participate legal rights, and Franklin Templeton in a US$3 billion Azeri restructuring had the all-clear to recover US$170 process. When IBA applied to the million on the IBA bonds. Adam Silver’s team named English court for a permanent “Insolvency and Restructuring moratorium, which would deny creditors At the same time, a transatlantic Litigation Team of the Year” the right to bring proceedings against Dechert team of Gary Mennitt, Adam – Legal Week, Commercial IBA over debts governed by English law, Silver and Allan Brilliant continues Franklin Templeton instructed Dechert to advise two major global funds in a Litigation & Arbitration to oppose the application. complex dispute with nine defendants Awards, 2019
14 People and culture
Dechert is unwavering in its commitment to creating an environment where our people are empowered to perform at their best. We are a firm that cultivates creativity to harness the best ideas in client service, and we aim to create a shared enjoyment in all that we do.
• Culture is central to the way we • An in-house performance coach is competencies of an inclusive work, the way we interact with available to work with our lawyers leader and providing strategies one another and with our clients, individually, on topics ranging from and practical tools for how to lead and how we manage matters. integration to skills advancement. more inclusively.
• We take great pride in delivering • We have also made a • Our Sponsorship and Sustained excellence in service. According concentrated investment Support (or SASS) program to the Great Place to Work survey, into leadership training and further reflects our commitment 96 percent of our employees say optimal management of our to diversity and the career our customers would rate the client teams. An emphasis on advancement of our female services we deliver as “excellent.” inclusivity and the recognition lawyers. SASS aims to do away of unconscious bias by firm with the glass ceiling women • We are committed to enabling leadership comes from the very might encounter and brings a more our lawyers to perform to their top of our organization. We have diverse mix of individuals to firm full potential, as evidenced by launched intensive, ongoing leadership, by providing support our market-leading Critical Skills Partner Inclusive Leadership in advance of the partnership Institute and implementation of Training with interactive sessions consideration process. In the five our global training curriculum. held every eight weeks since our years prior to its implementation, Partners Retreat in 2018. 18 percent of lawyers promoted • The Critical Skills Institute is our to partner were women. In the five in-house ‘university’ of training • Dialogue and self-reflection years since its implementation, programs, offering customized have become a regular part of 31 percent were women. learning on four skills which the partner conversations and our extensive research has bring the concepts of diversity identified as critical success and inclusion to life through factors in lawyering – leadership, raising awareness of unconscious management, communications biases in the workplace, giving and client relations. participants a firm grasp of the
“One main pillar of our global strategic plan is culture. We are relentlessly focused on what defines our culture and differentiates us from other firms. When people feel they are part of a dynamic community where their voices are heard and their contributions are valued, they will deliver exceptional client service.” Alison Bernard Chief Talent and Human Resources Officer
15 New lateral partners
Andrew Boutros Michelle Bradfield Philip Dowsett Simon Fawell White Collar, Chicago/Washington, D.C. International Arbitration, London Corporate and Securities, Dubai Litigation, London
Lindsay Flora Shari Ross Lahlou John McGrath Robin Nunn Corporate and Securities, New York Antitrust, Washington, D.C. Finance and Real Estate, London Litigation, Washington, D.C.
Ciara O’Leary Aparna Sehgal Maria Sit Marianna Tothova Financial Services, Dublin Finance and Real Estate, London White Collar, Hong Kong Financial Services, London/Luxembourg
Sozi Tulante Thiha Tun Carol Widger White Collar, Philadelphia Financial Services, London Financial Services, Dublin
16 New to the partnership
Craig Borthwick Greg Chuebon Mara Cusker Gonzalez Jonathan Gaines Financial Services, London Intellectual Property, New York Litigation, New York Financial Services, New York
Smridhi Gulati Edward Newlands Rachel Passaretti-Wu Nisha Patel Corporate and Securities, London Corporate and Securities, New York Litigation, New York Intellectual Property, Silicon Valley
Kenneth Rasamny Sara Roitman Laura Rossi Financial Services, Orange County Litigation, Chicago Financial Services, Luxembourg
Sarah Smith also joined as a lateral partner in London’s Finance and Real Estate group in 2019.
17 Promoting diversity and inclusion
To“ best address our clients’ most complex problems, we need a diverse group of people with different viewpoints.” Abbi Cohen Partner and Deputy Chair of Diversity and Inclusion
Carol Widger, Karen Coppens, Satra Sampson-Arokium Mansfield Rule Champions Award. In the program’s and Clare Barnard at the Chambers Diversity & first year, our people nominated more Inclusion Awards: Europe 2019 Dechert achieved Mansfield Rule than 100 of their peers, ranging 2.0 Plus Certification for 2019, as a from partners to business service Most Outstanding Firm for result of the firm’s strong commitment professionals. Five Diversity Champions to moving the needle on diversity Diversity and Inclusion – were recognized by firm leadership and inclusion. This certification Chambers Europe at our annual all-hands event, with recognizes law firms that have increased honorees each awarded a bonus. the representation of historically Perfect score in the corporate underrepresented lawyers in law equity index (CEI) and named firm leadership by broadening the one of the best places to work pool of women, lawyers of color and LGBTQ lawyers who are considered Respecting and valuing for LGBTQ equality – for significant governance roles, senior “ Human Rights Campaign everyone’s voice is fundamental lateral openings and promotions. In in our organization and in addition, Dechert achieved Mansfield Diversity Leader Award – building a firm where people “Plus” status, which means that the Profiles in Diversity Journal firm reached 30 percent diverse lawyer are trusted and empowered.” representation in a notable number of Satra Sampson-Arokium Top Companies for Executive current leadership roles and committees Director of Diversity Women – National Association Diversity Champions Award and Inclusion for Female Executives With 26 offices around the globe, our diverse, multinational identity is a core 100 Best Companies – component of who we are. Recognizing Working Mother the individuals who serve as role models for the inclusive, open culture Best Law Firms for Women – we value, Dechert offers the Diversity Working Mother
Top 10 Firms for 43% of Policy Committee (senior 40% of lateral partner hires over Family Friendliness – leadership team) are women, the last two years and 70+% Yale Law Women LGBTQ or diverse partners. of 2019 lateral partner hires are women. 42% of partner promotions over the last two years are women, 36% of offices are managed by LGBTQ or diverse partners. women, LGBTQ or diverse partners.
18 56 Black Men
The 56 Black Men project, created by UK-based Cephas Williams, is a photo series and visual campaign focused on changing the narrative on black men in the media, as an introduction to a wider conversation about our society.
Williams brought this exhibition to Dechert’s London office and joined panelists for a conversation exploring the stereotypes that impact black men in the professional services industry.
These photos include project managers, court clerks, graphic designers, teachers, a Member of Parliament, dentists, television presenters and artists.
19 A bold move saves Knight Assets
When London-based investment advisory firm Knight Assets & Co was joined to so-called ‘short and distort’ defamation proceedings in the New York Supreme Court, it needed U.S.-qualified defense counsel. But it didn’t need to instruct lawyers in the United States. The firm instead turned to the experienced team of American litigators who reside in Dechert’s London office.
Matt Mazur and Roger Burlingame
The action was brought by Eros 2019 their team, which also included Ranked in top tiers for: Chambers International Plc, an Indian New York-based associates, secured a UK, Financial Crime: Corporates; entertainment company, against complete dismissal of all claims. The Legal 500 USA, Corporate Knight Assets and other defendants over statements posted on Twitter Dechert moved to dismiss the case for, investigations and white-collar and the online investing website among other reasons, failure to state criminal defense: individuals; “Seeking Alpha” about its financial a claim. In his decision to dismiss all claims, Justice Joel M. Cohen accepted The Legal 500 UK, Fraud: white- performance and management. collar crime; The Legal 500 UK, Eros alleged that these “false and the arguments put forward by Dechert defamatory statements” were not that the challenged tweets and other Regulatory investigations and merely expressions of opinion but statements were protected opinions corporate crime. had an ulterior motive: that Knight under the U.S. Constitution’s First Assets had allegedly conspired with Amendment. The allegedly defamatory the other defendants to enrich itself statements on which Eros relied fully by artificially depressing Eros’ stock disclosed the underlying facts on which This case highlights the unique they were based, included conjectural “selling points of our U.S.-facing, price. Knight Assets denied ever taking a short position or conspiring with the language such as “I believe,” and UK-based cross-border practice. other defendants for financial gain. were posted on online forums generally used to share opinion: all factors We had a client in London Former U.S. federal prosecutor Roger that supported the defendants’ case. working with his UK-based team Burlingame led the case for Knight The court also found that Eros had of experienced U.S. litigators to Assets, and its founder and chief failed to show that the statements in achieve an exemplary result in a investment officer Akshay Naheta, and question were actually false, only that New York court.” partner Matt Mazur argued the motion the company disagreed with the points to dismiss the complaint. In March of view put forward. Matt Mazur Partner
20 Billion-dollar bond issue
In 2019, a team led by Patrick Lyons completed the first Sharjah issuance eligible for inclusion in JP Morgan’s emerging market bond indices (EMBI), the most widely used emerging market sovereign debt benchmark. At US$1 billion, the issuance was twice as large as anticipated – and more popular – with investors placing orders totaling almost US$4 billion.
Financial Times – European Innovative Lawyers Awards, 2019. An international capital markets team (led by Patrick Lyons) won the “Accessing New Markets and Capital” category with a “Standout” ranking for its work on Sindicatum Renewables’ multi-tranche green bond denominated in Indian rupees and Philippine pesos
JP Morgan first announced that it (one of the United Arab Emirates) as a This bond was innovative in would expand membership of its foreign and local-currency issuer, and incorporating a liability management EMBI to include sovereign (and by April 2019 the first Sharjah issuance exercise carried out to take advantage quasi-sovereign) debt issuers from the in JP Morgan’s EMBI was completed, of the lower profit rate available United Arab Emirates and four other with Dechert advising the managers through a new issuance. Holders Gulf states in September 2018: an and dealer managers. The deal of five-year certificates maturing in opportunity to attract billions of dollars involved the issuance of US$1 billion 2021 were, in exchange, offered new in investment and reduce borrowing trust certificates by Sharjah Sukuk seven-year certificates maturing in costs. Critically, this offer was extended Programme Ltd, an SPV incorporated in 2026. This was effected through a to sukuk – an Islamic financial product the Cayman Islands by the government tender and switch offer – still novel similar to a bond – issued with the of the Emirate of Sharjah, as well the and a first for several of the parties. benefit of a credit rating from one of simultaneous completion of a tender the three major ratings agencies. and switch offer of over US$500 million trust certificates due in 2021, issued by In November 2018, Moody’s reaffirmed Sharjah Sukuk 2 Ltd. its long-term rating of A3 for Sharjah
As well as reaching the US$1 billion mark, the strong demand generated by the issuance “meant the trust certificates’ profit rate was set at just 3.854 percent, substantially lower than the 4.226 percent rate offered by the 10-year Sharjah sukuk issued in March 2018: a boon for the issuing government of the Emirate of Sharjah.” Patrick Lyons Partner
21 Enhancing client service through transformative technology
In 2019, Dechert’s technology team launched a number of transformative projects that aim to enhance client service and save both time and resources for Dechert and its clients.
“Being ‘future-ready’ means not only needs. Products created from scratch using tech to maintain the class of to aid interaction with clients include a service that clients expect,” says country comparison tool, which allows Michael Barrett, head of Dechert’s users to view a specific answer from technology team, “but actively multiple countries, and specialist Brexit innovating to anticipate future change.” risk analysis software. Clients have been positive about the launch of various An intelligent innovation strategy is online portals, such as the Private one that challenges the status quo Client Group extranet site, which and is not afraid to experiment to find simplify business communications. the best methods of delivering service to clients. In practice this has led to Looking ahead to prepare Dechert’s projects which embed software tools next generation of partners, tech into common working processes, with tools have also been incorporated into sometimes startling results. One project junior associate programs to share the has cut associate time for data analysis knowledge and experience of each on a major client matter from around six individual through online programs and weeks to half a day, freeing practitioners video training, so that clients benefit up for the more complex aspects from the very best thinking in the firm. of client work. In another project, Dechert is preparing an automation tool that can quickly review tens of We are always thousands of documents to assist our “thinking of new clients in converting any LIBOR-related agreements efficiently and effectively. ways to benefit the client and The tech team works collaboratively enhance their with thought leader lawyers from each practice group to evaluate the tech experience across the full portfolio that would best address core client of practice groups.” Michael Barrett Chief Information Officer
There is enormous untapped potential to harness “tech tools and deliver real efficiencies to clients.” Gus Black Global Co-Chair of Dechert’s Financial Services Group
22 Jury trial win vindicates Quest Diagnostics in trade secrets case
When clinical laboratory Quest Diagnostics was sued by hospital-to-the-stars Cedars-Sinai Medical Center in Los Angeles for alleged patent infringement, misappropriation of trade secrets and breach of a confidentiality agreement, the company faced all the risks and stresses of an unpredictable jury trial. Cedars-Sinai claimed a US$1 billion lost opportunity.
The story goes back to 2015, when during licensing negotiations then trade secrets and contract claims Quest was in negotiations with terminated the discussions and used went to a two-week jury trial, in Cedars-Sinai over commercializing a Cedars-Sinai’s information to develop which Dechert contended that Quest non-invasive blood test designed by its own test. had developed the test using only one of Cedars-Sinai’s physicians to public information and that therefore diagnose irritable bowel syndrome. Intellectual property partner Jonathan it did not misappropriate any trade When the parties failed to reach Loeb (Silicon Valley) and litigation secrets and had fully complied with agreement, Quest pulled out and partner Christopher Ruhland (Los the confidentiality agreement. The subsequently developed its own test. Angeles) led Quest’s defense strategy. jury’s verdict in September 2019 fully Cedars-Sinai sued, claiming that Quest Before the trial Dechert obtained vindicated Quest on all of Cedars- had improperly used Cedars-Sinai’s summary judgment invalidating Sinai’s claims. discoveries, obtained trade secrets Cedars-Sinai’s patent claims. The
Jury“ trials are unpredictable, and in this case the stakes were extremely high. But we had the utmost confidence in our client and our team, and together we devised and executed an effective strategy.” Jonathan Loeb Partner
23 Leading the discussion through our signature events
Facilitating debate on the most critical economic and political questions facing global business, Dechert hosts a number of events each year to engage with the business community and provide thought leadership and education around issues that keep our clients awake at night.
Our annual Investment Management Cambridge University, covering trends Capital Summit brought together Symposia, held in Los Angeles and and best practices relating to fund fund sponsors, asset managers, San Francisco, brought together structuring and operations. credit investors and direct lenders Dechert partners and leaders from the for discussions on the shifting investment management and fintech The Dechert Distressed Investing Forum economic, financial and regulatory industries to examine the evolving is a multi-panel program featuring environment and its impact on the legal and regulatory environment discussions on opportunities for formation, financing and investment across multiple panel discussions. distressed investors in the U.S., Europe of permanent and private capital. and emerging markets. It focuses on the The firm also hosts an annualPrivate In London, 1,400+ people attended areas that have the potential to create Equity Reception which this year Funds Congress, the flagship global celebrated Dechert’s position at the the most value for clients, which this funds industry thought leadership forefront of the private equity industry year included participants from the and networking event, covering all for more than 35 years. asset classes and fund jurisdictions. firm’s restructuring, product liability Attended by CEOs, CIOs, key and intellectual property groups. Each In December, Dechert hosted its session included lively exchanges of regulators and industry experts, Funds global finance drinks reception at Congress focuses on key themes that points of view and discussions of the will define the year ahead and is the most important questions facing clients. London’s National Gallery with ideal forum in which to discuss the an exclusive viewing of the effect of market developments on Offering insights into private credit Gauguin Portraits exhibition. businesses. Our private funds group and alternative asset diversification, also holds an autumn legal retreat at Dechert’s Permanent & Private
Paul Gauguin, Self-Portrait Dedicated to Carrière, 1888 or 1889 National Gallery of Art, Washington, DC - Collection of Mr. and Mrs. Paul Mellon 1985.64.20 Images courtesy of the Board of Trustees, National Gallery of Art, Washington, DC. 24 Spotlight on permanent capital
Permanent capital developed in capital markets, leveraged finance, This year’s summit highlighted some response to retail demand for access private equity and tax teams. Dechert of the market’s key emerging trends, to ‘alternative’ assets, and in particular now acts for 41 of the top 50 global including a continued preference to high-yielding loans. This demand private debt firms in some capacity, as for new ‘private BDCs’ over blind complemented a corresponding rise in identified by Private Debt Investor. pool, listed-from-inception BDCs and non-bank direct lending resulting from Since Dechert hosted its first Permanent continuously offered BDCs marketed a decline in conventional bank lending & Private Capital Summit in 2015, the by broker-dealers, as well as the rise to small and mid-market companies. team has grown substantially, with the of fund consolidation transactions as a firm navigating an ever-growing number means by which to enter the permanent Since the financial crisis, alternative of managers through every conceivable capital market and expand within it. asset managers, including many private type of transaction. Now in its fifth year, equity firms, have launched permanent Dechert’s Permanent & Private Capital capital funds to diversify their product Summit has become a fixture in the lines and institutionalize their firms. diary for all the industry’s major players. In recent months there has been Traditional fund managers have “a sharp increase in closed-end now added permanent capital funds featuring investments in alternative interval funds that offer retail assets to expand and diversify their investors exposure to various offering of financial products. Five years ago, our first summit credit strategies, as well as “event attracted a little more than These factors have increased demand closed-end funds of private for legal advice regarding fund 100 people. The fact that we’ve equity funds. We have also formation, direct lending, capital almost quadrupled the number noted a continued partnering of markets, leveraged finance and related of attendees since 2015 is a regulatory work – fields that form the advisers and subadvisers with great example of how rapidly backbone of Dechert’s permanent different skill sets.” capital practice. interest in this market – and Richard Horowitz Partner and Dechert’s position within it – Over the past decade, Dechert has Permanent Capital Co-Chair emerged as an acknowledged industry have grown in a very short time.” leader, combining the cross-disciplinary Thomas Friedmann Partner and experience of our fund management, Permanent Capital Co-Chair
2019 Key Dechert Sponsorships Alternative Investment Management FranceBiotech (HealthTech Investors Day) Markets Group’s PE conferences Association ICC Miami Conference on National Association of Corporate Directors ALFI Global Distribution Conference International Arbitration Private Debt Investor Association of Corporate Counsel Information Management Network Structured Finance Association Concurrences (Global Merger Investment Company Institute Structured Finance Industry Group Conference) Irish Funds CRE Finance Council MFA
Paul Gauguin, Still Life with Profile of Laval, 1886 Indianapolis Museum of Art - Samuel Josefowitz Collection of the School of Pont-Aven, through the generosity of Lilly Endowment Inc., the Josefowitz Family, Mr. and Mrs. James M. Cornelius, Mr. and Mrs. Leonard J. Betley, Lori and Dan Efroymson, and other Friends of the Museum, 1998.167 25 Vertical mergers continue to rise
Dechert’s Antitrust Merger and Investigation Timer Tracker (DAMITT) is the leading source of data for significant U.S. and EU antitrust merger investigation and litigation trends. DAMITT’s recent analysis shows that significant investigations into mergers with vertical elements are both rising in frequency and taking longer to complete.
Mike Cowie named to the FT’s Top 10 Most Innovative Individuals list, 2019
CVS/Aetna named “Deal of the Year”, The Deal Awards, 2019
Dechert antitrust lawyers worked on five reviews and court proceedings to obtain In September 2019, the court of the last 11 significant U.S. vertical approvals for its acquisition of health issued an opinion clearing the mergers, with two significant and insurer Aetna in the largest healthcare transaction and finding themarketplace complex examples completing in 2019. merger in history. In 2018, the U.S. to be intensely competitive. Justice Department (DOJ) and five Antitrust co-head Michael Weiner state AGs announced a settlement that successfully obtained clearance for allowed the US$70 billion combination Fresenius, a healthcare company that to proceed. The agreement followed is a leading operator of dialysis and the one of the broadest-ever merger largest player in the distribution and investigations by the DOJ, 19 state sale of in-clinic dialysis machines, in AGs, 38 state insurance departments its US$2 billion acquisition of NxStage, and Congress. the leading supplier of home dialysis machines. This matter raised both What happened next surprised the Leading publications rely on vertical and horizontal issues, as well as legal, M&A and business communities. DAMITT data when writing about potential competition questions. After a Subsequent to the merger’s close, the antitrust merger review process, Second Request investigation, Dechert powerful opposition groups participated including The Wall Street Journal, obtained clearance for the merger after in an landmark legal challenge via the the Financial Times, The Street, a 3-2 FTC vote, subject only to the sale Tunney Act, which allows for judicial The Street TV, Handelsblatt, Time, of NxStage’s plastic bloodline tubing review to determine if a consent Fortune, Law360, FTC Watch, business – a very minor divestiture. agreement is in the ‘public interest.’ PaRR, Global Competition Review, Dechert’s antitrust team represented Washington, D.C.-based partners Mike American Lawyer, and Dechert’s CVS in this unprecedented antitrust very own Crunched Credit, as have Cowie and Rani Habash steered CVS merger trial. Health through a series of merger other law firms.
26 Modernizing directors’ duties
Fund board directors’ duties in the U.S. are set out in the Investment Company Act of 1940. Over the years, SEC regulations placed additional compliance burdens on directors, detracting from their ability to focus on issues important to fund shareholders and inhibiting funds from operating efficiently in a 21st century business environment.
“Worldwide Funds Practice – Europe, US, Middle East and Asia” – Hedge Fund Journal, 2019
Seeking to modernize and streamline telephone, video conference or other of the selection of an independent directors’ duties, the Independent means in certain circumstances where public accountant for a fund and the Directors Council (IDC) instructed the board would otherwise be required fund’s ‘12b-1’ Distribution Plan. Dechert partners Douglas Dick, by the Act to meet in person. The Corey Rose and Brendan Fox to exemption applies where directors are The successful request followed liaise with the SEC’s Division of unable to meet in person because of another representation by Dechert on Investment Management. The team unforeseen or emergency situations, behalf of the IDC querying whether was successful in two requests or where they have previously met in a fund’s board could rely on written for no-action relief from the SEC: person, but did not take a vote. representations from the fund’s CCO confirmation that frees up funds’ (rather than quarterly determinations boards to focus on the areas that The Act had always been interpreted by the board) to state that a fund’s most require their oversight and as requiring a registered fund’s transactions made in accordance with benefit shareholders. board to be physically present when certain exemptive rules were fully approving certain items, including a compliant. The SEC confirmed this In February 2019, the SEC issued a fund’s investment advisory contract was permissible in a no-action letter: no-action letter allowing a registered and principal underwriting contract, a welcome reduction of the burden fund’s board of directors to meet by as well as the board’s annual approval imposed on funds and their boards.
“The SEC’s no-action letters are welcome in recognizing the need for modernizing fund directors’ responsibilities. Today’s boards have access to technology unimaginable in 1940. The letters permit a re-calibration of board duties, so directors can dedicate time and attention to where it is most needed.” Douglas Dick Partner
27 Service to the public
Dechert has a longstanding tradition of providing legal services to individuals and organizations who cannot otherwise afford legal counsel.
Dechert’s pro Our lawyers handle hundreds of The ABA Business Law Section bono hours are matters covering a wide range honored Eric Brunstad with a National of issues, including civil and Public Service Award in recognition of 5% equivalent to international human rights, child his extraordinary commitment to pro more than five percent of our advocacy, special education, access bono service. Mr. Brunstad represented billable hours annually. All to public benefits, asylum claims, many parties in bankruptcy-related lawyers are required to perform landlord-tenant matters, and the cases that would otherwise likely never at least 25 hours of pro bono representation of numerous nonprofit have seen their ‘day in court.’ organizations. work per year. Ethan Fogel received the 2019 Dechert’s efforts continue to be Citizens Bank Achievement Award recognized by numerous publications from the Philadelphia Bar Association. and institutions. The American Lawyer Fogel was honored for his years of has named Dechert as one of the top dedicated pro bono service to the two firms for international pro bono Philadelphia community and, in work for the last four years. particular, his efforts to ensure a right to counsel for tenants facing eviction. Dechert was inducted into the Community Legal Services of The Financial Times’ 2019 Winner, “Best International Philadelphia (CLS) Hall of Fame in European Innovative Lawyers Awards Pro Bono Award” and joint May 2019, in honor of the firm’s commended a team of Moscow-based commitment to providing exceptional lawyers, including Maryana Batalova winner, “Best New Pro Bono pro bono services to low-income and Pavel Dunaev, in the “Access to Activity” – LawWorks Pro Bono individuals alongside CLS for Justice” category for fighting on a pro Awards, 2019 several decades. bono basis to win systemic reform on mental health in Russia.
“We pride ourselves on approaching pro bono activities with the same energy, enthusiasm and resources as work for our commercial clients. At any given time, we’ve got more than 1,500 pro bono matters at the firm. I’m lucky enough to have a front-row seat and see how people step up – both as individuals and as teams, with support from other lawyers as well as our professional and administrative team. It can be a profound experience and I’m grateful to be a part of a community like Dechert where giving back is so central to who we are.” Suzanne Turner Pro Bono Partner
28 Willie Veasy (center) leaving Philadelphia’s Center for Criminal Justice as a free man after spending 27 years in prison for a crime he didn’t commit, with Dechert’s James Figorski (left) and Marissa Bluestine (right) of the Pennsylvania Innocence Project. Photo courtesy of Heather Khalifa/The Philadelphia Inquirer via AP.
Innocent man freed the U.N. Working Group on Arbitrary often could not afford phone calls to the Detention, which the Working Group Dechert team. Despite the precarious Working with the Pennsylvania granted in 2017, finding that our circumstances of the case, the Innocence Project, James Figorski and client’s detention violated international application for exceptional funding was Christine Levin secured the release of law, including denying his rights to a successful. Dechert continues to assist Willie Veasy. Veasy was first convicted fair trial and freedom of expression, the client’s immigration solicitor, and of second degree murder in 1993, and calling for his immediate release. the team involved is offering support to in connection with a 1992 shooting The Mauritanian Court of Appeals colleagues taking on further BID cases. of two men in Philadelphia in which overturned Mkhaitir’s death sentence, one man died. The conviction was reducing it to two years and a small Supporting classrooms across America based on an alleged confession, which fine, but the government continued Veasy immediately recanted and Dechert has a longstanding to detain him. Dechert continued to claimed had been fabricated. He was partnership with DonorsChoose.org, advocate with government officials and sentenced to life in prison without a U.S.-based nonprofit that connects Mkhaitir was finally released in July the possibility of parole. Ultimately teachers and classrooms who need 2019 and was taken to a destination evidence emerged that his case support with donors. Dechert has outside Mauritania where now he may have been part of a pattern of been providing pro bono advice since lives safely. coerced false confessions and witness 2012, enabling DonorsChoose.org statements. Following an exhaustive to launch new initiatives and reach Legal aid for immigration detainees review, the Conviction Integrity Unit more classrooms. In 2019, Dechert at the Philadelphia District Attorney’s In London, Dechert has worked with assisted with data collection and Office recommended that the court Bail for Immigration Detainees (BID) disclosure considerations in service vacate Veasy’s conviction. The District since January 2019, helping to obtain of the #ISeeMe initiative, aiming Attorney’s Office declined to re-try the legal aid funding for individuals caught to support classroom diversity, in case, and Willie Veasy has been freed. up in immigration proceedings. In their part by supporting underrepresented first such case, Dorothy Cory-Wright, teachers such as teachers of color and Standing up against arbitrary detention Rachael Walsh and Tobias McKinnon women teaching STEM. In August, secured exceptional funding and as a special ‘thank you’ for all of A team led by Paul Kavanagh and access to legal counsel, enabling a fair Dechert’s efforts, DonorsChoose.org Marie Fillon helped secure the immigration appeal hearing for a Polish sent US$150,000-worth of gift cards release of Mohammed Ould Mkhaitir, national living with his family in the for partners, associates and business a Mauritanian accountant originally UK since 2006. Following a conviction service professionals to use to support sentenced to death for apostasy for assault he was imprisoned and the charity’s work. following a 2013 Facebook post. In subsequently deported to Poland in partnership with Washington, D.C.- May 2019, before his appeal hearing. based nonprofit organization Freedom He was forced to live on the streets and Now, Dechert filed a petition with
29 Defending Endo in ‘reverse payments’ litigation
Dechert is currently defending Endo Pharmaceuticals in a series of putative class and individual private actions filed by indirect and direct purchasers of its pain relief drug OPANA ER – and generic equivalents – that raise crucial legal questions.
Dechert named to Global Competition Review’s Global Elite, 2019
Philadelphia-based antitrust partner first antitrust evaluation framework George Gordon has drawn together 12 concerning ‘reverse payments’ in patent and IP specialists from multiple FTC v Activis. To obtain the offices – Washington, New York, best“ result for Philadelphia and Chicago – to work on Endo is also accused of ‘product Endo, Dechert’s the actions, which are notable for their hopping’ by launching a new, team has complexity and the novel legal points reformulated version of OPANA ER pooled the deep raised. The complainants allege that prior to generic entry. The team Endo made ‘reverse payments’ when previously secured a favorable knowledge and experience of settling an infringement action against settlement for Endo with the Federal its specialized patent, IP and Impax Laboratories in 2010. ‘Reverse Trade Commissioners in a companion antitrust practitioners in this payments’ is the term used when the case FTC v Impax. That case is now on evolving area of law to craft the instigator of a patent suit has paid the appeal to the Fifth Circuit, after the alleged infringer to end litigation and Supreme Court upended the decision most appropriate response to stop challenging the validity of the of the administrative court judge in these actions.” disputed patent. finding that, in applying FTC v Activis, George Gordon Partner antitrust concerns were raised. This is an area of critical debate in patent law – whether ‘reverse payments’ Robert D. Rhoad, an IP partner based are anti-competitive. Some argue in Princeton, and Washington, D.C. that such arrangements, while legal, antitrust partner Craig Falls have also frustrate the purpose of the Hatch- helped to guide Endo’s response to Waxman Act, introduced in 1984 to the private litigation. The actions boost competition and encourage the are currently at the expert discovery entry of generic medications. In 2013 stage, with pending motions for class the U.S. Supreme Court set out the classification.
30 Removing tax impediments to boost investment in U.S. housing
In light of the financial crisis, Fannie Mae sought to transfer a portion of the credit risk on its loans, so that investors seeking a greater exposure to credit risk would share some of the losses that might arise.
Winner – FT Innovative Lawyers Awards for North America, 2019. Fannie Mae’s legal team also “Commended” by the FT
The initial structure used by Fannie mortgage investment conduit’ (REMIC), reference pool of some US$24 billion Mae for the issuance of these so-called a statutory vehicle for the securitization in mortgage loans. Freddie Mac, Fannie ‘credit-risk transfer securities’ (CRT of mortgage loans provided for under Mae’s competitor in the secondary securities) contained tax features that the U.S. tax code. Although other mortgage market, is now implementing impeded (and in some cases, precluded) counsel had considered using a REMIC the same REMIC structure for its investment by real estate investment to issue the CRT securities, they could credit-risk transfer securities. trusts (REITs) and foreign investors, not find a way to do so. two frequent groups of investors in U.S. mortgage loans. That was until Under the new structure, REITs and Dechert tax partner Will Cejudo devised foreign investors can invest in CRT a transformative solution: a tax structure securities, unimpeded by the tax first used in late 2018 and applied in constraints in the original structures. every follow-up deal since. Plus, even though the new structure requires integrating the tax structure The new structure, the first of its of the MBS with the CRT securities, This structure kind, came to Cejudo as that genuine this was done in a way that does not “was a game- lightbulb moment. Fannie Mae had long adversely affect the tax treatment of been aware that the tax treatment of the the MBS, avoiding any disruption to the changer for original CRT securities, issued under US$3 trillion MBS market. Fannie Mae, its benchmark Connecticut Avenue which decided Securities program, posed difficulties Fannie Mae issued the first security that all future CRT offerings for REITs and foreign investors, but was under the new structure in October unable to find a workable fix. Cejudo’s 2018, a US$922 million transaction would be issued as CRT REMICs.” solution was a novel use of a ‘real estate that provided credit protection for a Will Cejudo Partner
31 Keeping clients ahead of the curve in international trade
World trade is more complex than ever, with an upsurge in trade restrictions and tariffs, and the prospect of increased United States export controls over emerging technology. Dechert’s international trade and government regulation team, which includes practice co-chairs Amanda DeBusk and Jeremy Zucker, as well as Melissa Duffy, Darshak Dholakia and Sean Kane, works hard to keep its clients ahead of the curve.
“The Trump administration has stepped emerging technologies, expected to the IT and telecom sectors, need to up its use of trade restrictions as a target China specifically, which include be aware of the potential threats these diplomatic tool to curb the malign artificial intelligence, robotics and 3D measures might pose to their supply behavior of states,” says DeBusk. “It’s printing. “We act as a valuable conduit chain and customer base.” our job to mitigate any adverse impact between our clients and the government on the global operations of our clients.” regulators,” says Duffy, “in explaining In addition to this year’s extraordinary the potential of this technology and the China-focused developments, the team The team has longstanding impacts of enhanced regulation on regularly provides advice on structuring relationships with businesses U.S. innovation.” and implementing global compliance active in the international defense, programs, the regulatory implications banking, manufacturing, automotive, Most recently, the team has been of transactions worldwide, as well as electronics, agriculture, aerospace, counseling clients on a proposed guiding companies through the process telecommunications and energy Commerce Department rule that would of obtaining OFAC sanctions licences industries. “We know the companies, provide unprecedented new authority to and export licenses. Kane says, “OFAC and we know their business,” she says. block, unwind or require mitigation for regulations are constantly changing, “We also understand the government transactions involving the information and I draw on my experience at OFAC regulators – who they are and how technology and communications to help our clients understand and they think.” DeBusk, Duffy and Kane industries, which is expected to focus comply with new regulations.” have all worked in-house at U.S. on China. “The U.S. government government agencies. continues to expand the array of tools that it can use to accomplish foreign The U.S.’s trade war with China policy objectives for China and other can impact companies with global countries by targeting cross-border operations. The Commerce Department commercial activities,” says Dholakia. Clients depend is currently reviewing controls on “All companies, particularly those in “ on Dechert for our leading CFIUS expertise, Melissa It is a privilege which is now Duffy “to work with more crucial than ever due to appeared such a range of the complicated geopolitical live on the BBC’s clients, some environment as well as the Business program on BBC World, of which are significant expansion of which is transmitted to a global utilizing the most innovative CFIUS jurisdiction to cover audience, talking about U.S. trade technology to enhance a broader range of industries deficit figures and the impact of the China-U.S. trade war. their products.” and technologies.” Amanda DeBusk Partner Jeremy Zucker Partner
32 Defending Colombia in its first investment arbitration
As Dechert’s international arbitration practitioners prepared to defend the Republic of Colombia before a World Bank arbitration panel in a US$600 million dispute over mining royalties, they knew it was a case they had to win.
Dechert had worked hard to bring equivalent to the shortfall for that Prodeco’s damages claim entirely, Colombia in as a new arbitration year under the new royalty regime. resulting in a 97 percent reduction client. The World Bank case, brought In parallel, Colombia’s state mining in the arbitration’s monetary claims. by Swiss mining conglomerate agency, Ingeominas, began a legal Perhaps more importantly, the tribunal Glencore and its Colombian subsidiary action in the local courts to void the rejected the claimants’ request for Prodeco, was the first the country offending amendment. injunctive relief, upholding the right had to face. Officials hoped that by of Colombia’s Comptroller General mounting a robust defense against Prodeco and Glencore brought a claim to investigate private companies Prodeco they could dissuade other against Colombia at the World Bank’s whose activities concern the use or foreign investors from launching International Centre for Settlement generation of public funds – thus arbitration claims of their own. of Investment Disputes in 2016, providing Colombia with robust means claiming that the measures taken by to defend itself against a range of The Prodeco dispute itself stretched Colombia violated their rights under possible arbitrations. back for more than a decade. the Colombia-Switzerland Bilateral The company, which operated the Investment Treaty. The two companies Calenturitas coal mine, one of South sought the repayment of the US$19.1 America’s largest, had long sought to million, damages of some US$600 renegotiate the terms of its contract. million – and injunctive relief that In 2010, it pressed ahead with a would force Ingeominas to abandon its contract amendment that changed court action and prevent the General Dechert’s international the way royalties payable to the state Comptroller’s Office from further arbitration team was should be calculated. Shortly after, investigation of Prodeco’s amendment. “Commended” by the Financial Colombia’s General Comptroller’s Times in its European Innovative Office found the new method In its August 2019 decision, the ICSID detrimental to the state and ordered tribunal ordered Colombia to repay Lawyers Awards, 2019 in the Prodeco to pay US$19.1 million, the US$19.1 million but rejected “Dispute Resolution” category.
Dechert’s“ success with the Republic’s first ever arbitration sends a strong message that Colombia will defend itself resolutely and must be respected.” Eduardo Silva Romero Partner
33 SK Siltron: Seizing opportunities in a booming industry
SK Siltron Co., Ltd, the semiconductor wafer arm of South Korean conglomerate SK Group, was looking to expand. Demand for its wafers – thin slices of semiconductor material used to make chips – has surged due to their use in electric vehicles and AI. So when United States chemicals conglomerate DuPont announced that it wanted to auction off its state-of-the-art silicon carbide (SiC) wafer production assets, SK Siltron saw a perfect opportunity to build on its position as the world’s fourth-largest wafer producer.
Kong, Singapore, Philadelphia, New York, Washington and Los Angeles. It was a complex transaction that required regulatory expertise, “Private Equity Deal of the with additional input from the labor, Year” – IFLR Asia Pacific intellectual property, tax, litigation Awards, 2019, for SK hynix’s and antitrust practice groups. The involvement in the US$18 acquisition was signed in September billion acquisition of Toshiba and is subject to regulatory approvals. Memory Corporation
The deal was timely for the client: in July, Japan imposed strict export controls on three key materials needed by South Korean companies to produce semiconductors and Dechert was retained by SK Siltron David Cho, who led the firm’s global display panels. The acquisition to advise from the early stages of team. “And the input of Jeremy Zucker comes at a time of critical industry the US$450 million deal. Months of and our CFIUS team was essential in expansion. Market Research Future negotiation ensued, which involved convincing DuPont that we had the predicts that the SiC semiconductor convincing DuPont that SK Siltron necessary capabilities to pilot the deal global market will grow from was the best purchaser, despite through U.S. national security and US$260.5 million in 2017 to the increased regulatory risk of a foreign investment regulations.” US$689.5 million by 2023. foreign buyer. “We were successful in providing assurances to the seller Under pressure from DuPont to close that we could proceed swiftly and the deal by the end of 2019, Dechert obtain regulatory approvals in line assembled a cross-border team of with the tight timescale,” says Hong more than 40 lawyers from offices Kong-based co-head of Dechert Asia around the world – including Hong
The“ acquisition highlights the rapid growth of the electric vehicle industry and the current appetite for investment in this market from Asian corporations. Our work on the deal demonstrates Dechert’s expertise on cross-border transactions and is a great example of our team’s ability to deliver the most value to clients when advising on complex financial transactions in regulated industries.” David Cho Partner
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