Cases
Representative Matters: Represented Australian infrastructure
environmental services consulting firm Cardno Limited (ASX: CDD) in its $55 million acquisition of Raba Kistner Inc., a Texas-based 470-person engineering services firm
Raba Kistner becomes part of Cardno's Construction Sciences division - a leading construction materials testing business in Australia -
significantly exp
s Construction Sciences' geographic footprint.
Represented Laguna Development Corporation, a federally chartered corporation formed by the Pueblo of Laguna Tribe in New Mexico, in its $134.5 million acquisition of the Isle of Capri Casino
Hotel in Lake Charles, Louisiana.
Represent SKF USA Inc. in amending
restating their defined benefit pension plans, while acting as counsel for all qualified plans
health
welfare plans.
Represented New Hampshire-based Unitil Corporation (NYSE: UTL) in its sale of $30 million aggregate principal amount of 3.70% senior notes to several well-known insurance companies.
Represented Unilife Corp. (NASDAQ: UNIS / ASX: UNS) in connection with its announced effort to seek strategic alternatives, culminating in a strategic collaboration with Amgen Inc. (NASDAQ: AMGN) for Unilife's wearable injectable drug delivery systems to use with Amgen's biologics
other medicines. The deal provides Unilife with investments of up to $90 million from Amgen
restructures Unilife's existing debt with OrbiMed.
Provide ongoing counsel to the largest software-solutions company (NYSE-traded) with regard to Internal Revenue Code Section 409A compliance. Assisted in the redesign, amendment
restatement of all executive compensation programs
plans.
Represent the largest software-solutions company (NYSE-traded) with respect to all aspects of executive compensation agreements. Provide support with respect to all areas
issues arising out of hiring
termination of executives, including, but not limited to, the interaction with the individual executive incentive plans.
Represent the largest software-solutions company (NYSE-traded) with respect to outbound equalization projects. Provide support
counsel regarding individual issues that arise when executives leave the company but remain within the controlled group of companies. Provide assistance with respect to the interaction between the goals of the business transaction while keeping the U.S.-based executive compensation plans in compliance with their terms
applicable law.
Represent the largest software solutions company (NYSE-traded) with respect to 401(k) plan compliance. Provide day-to-day assistance with respect to the ongoing qualification of the 401(k) plan.
Represent the largest software solutions company (NYSE-traded) with respect to cash-balance-plan compliance. Provide day-to-day counsel with respect to the ongoing qualification of the cash-balance plan.
Represent the largest software solutions company (NYSE-traded) with respect to health-
-welfare-plan compliance. Provide day-to-day assistance with all aspects of the plan, including but not limited to COBRA, plan-document compliance
regulatory compliance.
Represent the largest software solutions company (NYSE-traded) with respect to all aspects of employee benefits related to mergers
acquisitions, including but not limited to the integration of these business entities into the appropriate plans, both qualified
non-qualified.
Represented Clarion Capital Partners
its portfolio company, HR Outsourcing Holdings, Inc., a professional employer organization based in Atlanta, Georgia, in the acquisition of the outst
ing capital stock of Fortune Financial, Inc., another professional employer organization based in Tampa, Florida, as well as the related financing transaction.
Advised Meiji Yasuda Life Insurance Company of Japan on U.S. insurance
retirement product matters in its $5 billion acquisition of StanCorp Financial Group, which is the parent of St
ard Insurance Company
other subsidiaries.
Represented a public international energy services company
its U.S. subsidiary in Houston in the negotiation
documentation of a $50 million secured revolving credit facility.
Represented Brace Industrial Group L.P., a Houston based industrial services roll-up, in its acquisition of substantially all of the assets of ESI Group, Inc.
Represented Brace Industrial Group L.P., a Houston based industrial services roll-up, in its acquisition of all of the issued
outst
ing stock of Peterson Industrial Scaffolding, Inc. from Peterson Enterprises, Inc.
Represented TUV SUD in its strategic acquisition of RCI Consultants Inc., located in Houston, Texas.
Represented Sancoa International Company
TubeDec, LLC, family owned affiliated companies that manufacture
supply products to Home & Personal Care customers in North America, in their $71 million sale to CCL Industries, a Canadian public company.
Represents large family
ESOP-owned company with respect to day-to-day ESOP plan compliance.
Represents large family
ESOP-owned company with respect to termination of ESOP
redemption of company stock from ESOP.
Represent an ESOP-owned information-technology
consulting solutions
services company with respect to day to day ESOP plan compliance. Provide day-to-day assistance with respect to the ongoing qualification of the ESOP.
Represent an ESOP-owned information-technology
consulting solutions
services company with respect to 401(k) plan compliance. Provide day-to-day assistance with respect to the ongoing qualification of the 401(k) plan.
Represent an ESOP-owned information-technology
consulting solutions
services company with respect to health-
-welfare-plan compliance. Provide day-to-day assistance with all aspects of the health
welfare program, including but not limited to, COBRA, plan-document compliance
regulatory compliance.
Represent one of the largest U.S. investment banking firms (NYSE-traded) with respect to the bank's provision of trust
fiduciary services to employee benefit plans
employee benefits-related insurance products.
Represent one of the largest U.S. investment banking firm's worldwide securities services group with respect to its provision of transition-management services.
Represent a large office-management
document-solutions company (NYSE-traded) with respect to all aspects of plan administration
compliance for large defined-benefit retirement plan, including recent decision to freeze the plan
implement enhanced defined-contribution plans.
Counsel to a large manufacturing company (NYSE-traded) with respect to all aspects of employee benefits, including multiple defined-benefit pension plans, 401(k) plan, employer stock issues related to 401(k) plan, self-funded health
welfare plans, assisted on the redesign of pension plans including multiple plan freezes
plan mergers, recently amended
restated plans for design changes
IRS submission.
Counsel to a large medical device company (NASDAQ-traded) with respect to all aspects of executive compensation
employee benefits, including multiple pension plans, 401(k) plan, employer stock issues related to 401(k) plan, self-funded health
welfare plans, restructuring of executive deferral
supplemental retirement programs
related rabbi trusts for compliance with Internal Revenue Code Section 409A, management of QDRO outsourcing, executive employment
severance agreements, stock-option-plan compliance, recently amended
restated plans for design changes
IRS submission.
Counsel to a Norwegian company on disposition of all North American employee benefit arrangements in connection with the merger of its soft-alloy extrusion business into a newly created joint venture. The new joint venture created the world's largest aluminum profile company with annual sales of approximately $4.5 billion
12,000 employees.
Counsel to pension funds sponsored by a major utility with regard to plan investments in private equity funds, considering ERISA plan assets
prohibited-transaction issues.
Counsel to a national insurance company in its $1.75 billion successful hostile tender offer for target insurance company. Developed strategy for payoff of existing ESOP securities acquisition loans
consequent release of appreciated securities to ESOP participants. The resulting increase in ESOP account values triggered corporate trustee
participants to vote allocated
nonallocated ESOP shares in favor of the takeover.
Counsel to a major pension fund investment manager on fiduciary issues pertaining to the plan asset regulations. Consultation has involved co-investor
fund of fund issues arising in connection with private equity funds
the creation of VCOC, REOC
QPAM structures.
Counsel to a national insurance company on a fiduciary policy claims by its insureds relating to employer stock fund decline in corporate 401(k) plan. Fiduciary policy claims followed settlement of securities-law-violations litigation for more than $100 million. Through statistical analysis, demonstrated participants' damages claims were without significant merit. The class-action fiduciary litigation case settled without any policy payment.
Counsel to a national drug company in a multi-employer pension plan withdrawal liability litigation. By structuring the initial assignment of leases to come within ERISA Section 4204(a) as a sale of assets, the national drug company avoided any withdrawal liability assessment. This determination was upheld by the U.S. Court of Appeals for the Seventh Circuit.
Counsel to an international newspaper conglomerate on all employee benefit plan matters including those arising in connection with the acquisition
disposition of its subsidiary businesses. Provided counsel on the structuring of its qualified plan arrangements under separate-line-of-business rules.
Counsel to the unsecured creditors committee in a chapter 11 bankruptcy proceeding for a national manufacturing conglomerate that sponsored one of the top 50 underfunded defined benefit plans in the United States. Successfully negotiated to reduce the priority status
value assigned to the competing claims of the Pension Benefit Guaranty Corporation.
