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- Employee Benefits and Executive Compensation
Covington has one of the country’s leading employee benefits and executive compensation practices. Our clients cover the spectrum from emerging companies to the largest global employers.
Our lawyers have served in senior positions in the U.S. Departments of Treasury, Labor, and Health and Human Services, the U.S. Securities and Exchange Commission, and the U.S. Senate Committee on Health, Education, Labor & Pensions.
We advise on all areas of law relevant to employee benefits and executive compensation, including ERISA, taxation, fiduciary responsibility, plan investments, employment discrimination, securities regulation, health care, international equity, and global mobility. Our practice covers a full range of services, including the following:
- Advisory. For more than 40 years, we have helped clients design and administer innovative compensation and benefit programs that cover diverse and dynamic workforces. We dedicate ourselves to understanding our clients’ businesses, benefit programs, and the industries in which they operate. As our clients’ businesses have grown internationally, our practice has evolved to enable us to provide integrated cross-border solutions to sophisticated multinational employee benefits, executive compensation, and employment issues. We help clients make difficult decisions, and we find practical and creative solutions to complex problems.
- Litigation and Other Controversies. We handle a wide variety of employee benefits litigation and contested agency proceedings, ranging from cases brought by individuals to class actions and administrative audits involving billions of dollars. We have won ground-breaking decisions in the U.S. Supreme Court and federal courts of appeal. We have successfully represented clients in agency audits, investigations, and enforcement proceedings, and in challenges to plans’ tax-qualified status in U.S. Tax Court.
- Public Policy and Government Affairs. As counsel to The ERISA Industry Committee (“ERIC”), an influential voice for large employers, we are directly involved in the most significant legislative, regulatory, and public policy issues affecting employee benefits and executive compensation. We also obtain rulings and advisory opinions to resolve issues that affect our clients’ benefit programs.
- Transactions. We regularly handle employee benefits and executive compensation aspects of complex business transactions, both in the U.S. and internationally. We have extensive experience with transactions of all kinds, including public and private acquisitions and divestitures, IPOs, joint ventures, corporate finance, and outsourcing arrangements. We also work extensively with clients on post-transaction integration of acquired employees around the world into the client’s workforce and, where appropriate, benefit and compensation arrangements.
- Plan Investments and Fiduciary Issues. We represent plan sponsors, financial services companies, and fund managers on a wide range of issues involving the investment of employee benefit plan assets. We have advised on fiduciary responsibilities and compliance related to a range of investment products, including novel strategies for employee benefit plans; and we have advised a number of clients on the U.S. Department of Labor’s proposal to expand the reach of ERISA’s fiduciary standard.
- Cross-Disciplinary. We work closely with our colleagues in Covington’s securities, employment, tax, white collar, government affairs, privacy, cyber-security, trade secrets, insurance, and other practices to provide seamless solutions and advice to clients on the increasingly complex problems they face both domestically and globally.
Advised on groundbreaking “pension derisking” transactions involving billions of dollars, including the following:
- Represented 21st Century Fox on a spinoff and termination of its pension plan, including the accompanying group annuity purchase.
- Represented Verizon Communications on its pension plan’s $7.5 billion annuity purchase (one of the largest pension annuitization transactions in U.S. history), and successfully defended Verizon against an attempt by retirees to block the transaction in court.
- Represented Fiduciary Counselors on two pension derisking transactions, each involving a transfer of over $500 million in liabilities to insurance companies.
Advised a number of large employers on fiduciary governance for their benefit plans
We have helped a number of employers restructure the committees that oversee their benefit plans, to streamline process, ensure compliance, and reduce risk. In addition to governance generally, we have helped plan fiduciaries manage company stock funds in their 401(k) plans, manage fees, and improve communications with plan participants and regulators.
Drafted comments and testified at hearings on behalf of numerous clients
Prepared comments and testified at hearings on behalf of industry groups and individual clients on a number of proposed regulations that would significantly affect the design and administration of large employers’ employee benefit plans, including regulations issued by the U.S. Treasury Department, U.S. Department of Labor, and Department of Health and Human Services. In recent years, we have advised clients on rulemaking related to health reform, hybrid and other retirement plans, and fiduciary responsibility.
Helped employers design state-of-the-art wellness programs
We have helped employers comply with a range of laws that affect wellness programs, and we have represented clients in meetings with senior officials at the EEOC, U.S. Department of Labor, IRS, and U.S. Treasury Department on agency regulations affecting wellness programs.
Advised large employers on restructuring of retiree medical benefits
We recently helped a number of companies restructure their retiree medical benefit programs to reduce costs and volatility. We are also advising employers on related litigation.
Advised employers on compliance with Affordable Care Act
We have advised a number of employers on a range of complex issues related to the Affordable Care Act, including “shared responsibility” obligations, new mandates, and the upcoming excise tax on “Cadillac” plans.
Advised multi-national companies on compensation and benefits issues around the world
We have advised a number of multi-national employers on compensation and benefits issues around the world, ranging from global equity plans to pension issues in India and severance in Brazil.
Indivior $1.6 billion Demerger
Represented Indivior plc in its $1.6 billion demerger transaction from Reckitt Benckiser Group plc and listing on the LSE.
LaRue v. DeWolff, Boberg & Assocs., Inc., 128 S. Ct. 1020 (2008) (counsel for amicus)
The U.S. Supreme Court held that a participant stated a colorable ERISA fiduciary breach claim for losses stemming from the alleged failure to implement investment directions for his 401(k) plan account. In a concurring opinion, Chief Justice Roberts cited our amicus brief for The ERISA Industry Committee in stating that such actions might need to be brought as benefits denial claims and subjected to exhaustion of administrative remedies.
$52 Million Jury Verdict for Caliper Life Sciences in Trade Secret Misappropriation
Representation of Caliper Life Sciences in which we secured a $52 million jury verdict of trade secret misappropriation in California state court related to microfluidics technology. Two related patent infringement cases settled shortly thereafter on terms favorable to our client.
Acquisition of large portfolios of private equity interests
Advised a leading global fund-of-funds sponsor in connection with its acquisition of large portfolios of private equity interests in Europe and the United States.
Allergan Acquisition of Aesthetics Biopharmaceuticals Company
Represented Allergan in its $2.1 billion acquisition of KYTHERA Biopharmaceuticals, Inc.
Altice Cross-Border Telecoms Acquisition
Represented Altice in its $9.1 billion acquisition of Suddenlink.
BBVA in Fintech Acquisition
Represented BBVA in its $114 million acquisition of Simple Technology Finance Corp.
Pepco Holdings in its $6.83 billion sale
Advised Pepco Holdings in its $6.83 billion sale to Exelon Corp.
Advising an employee benefit investment manager
Advising an employee benefit investment manager and mutual fund advisor with more than $115 billion of assets under management on a wide range of fiduciary, prohibited transaction, disclosure, and investment issues in connection with its discretionary asset management services.
Advising Charlesbank Capital Partners on more than $2 billion in investments and investment capital
Advising Charlesbank Capital Partners, a private equity fund management group, with over $2 billion in investments and investment capital, in all aspects of the management equity and employment arrangements for their portfolio companies.
Advising plan sponsors and fiduciaries on potential tax and fiduciary issues
Advising plan sponsors and fiduciaries on potential tax and fiduciary issues raised by premium stabilization reserves, retired lives reserves, and other reserves held under group insurance policies issued to employee welfare benefit plans.
Advising several of the largest in-house investment managers
Advising several of the largest in-house investment managers, with combined assets under management exceeding $150 billion, on fiduciary and prohibited transaction issues, including compliance with the INHAM class exemption and related audit requirements.
Applied Security in a trade secret and employee agreement contract dispute
Representation of Applied Security in Fairfax County Circuit Court in a trade secret and employee agreement contract dispute.
Changes to design of retirement plans
Advising several large employers on significant changes to the design of retirement plans with billions of dollars in liabilities, including conversions to cash balance, pension equity, and floor-offset arrangements, and plan freezes and terminations.
Deferred compensation plans requirements
We filed extensive comments on behalf of a number of clients related to Section 409A of the Internal Revenue Code, helping to shape the requirements for deferred compensation arrangements. We have also advised clients on a number of correction and compliance issues related to these arrangements.
Drafting of Pension Protection Act 2006
Drafted and advanced legislation that became the Pension Protection Act of 2006. Since passage of the Act, we have been leading discussions with the US Treasury and the US IRS to resolve significant issues affecting hybrid pension plans and sponsors of those plans.
ERISA litigation in the Supreme Court
Successfully handled important ERISA litigation in the Supreme Court, including Conkright v. Frommert, 130 S. Ct. 1640 (2010) (requiring deference to the plan administrator’s interpretation of a plan, even though the administrator had previously relied on provisions that were not properly added to the plan), and Kennedy v. Plan Adm’r for Dupont Sav. & Invt. Plan, 129 S. Ct. 865 (2009) (applying ERISA’s “plan document” rule to affirm unanimously a plan administrator’s decision to follow a beneficiary designation that gave rights to a participant’s former spouse, even though a divorce decree had stated that the former spouse gave up her rights).
European Employment Considerations
Co-ordinated U.S., Dutch and German tax, employment, immigration and benefits advice in relation to a U.S. listing of a Dutch company and relocation of senior managers.
Executive hire for FTSE-listed company
Assisted with employment and variable compensation aspects of the hire of a European CEO for a FTSE-listed company.
Ground-breaking transaction for 401(k) plan of Fortune 50 client
Assisted a Fortune 50 company in a ground-breaking transaction to add a guaranteed minimum withdrawal investment option to its $15 billion section 401(k) plan.
Huawei Technologies in trade secret lawsuits
Representation of Huawei Technologies in trade secret lawsuits against Motorola Solutions involving wireless base station technology; obtained a preliminary injunction preventing the transfer of confidential information in the context of a corporate acquisition and an award of licensing fees.
Innovative plan language to insulate plan sponsors from litigation risks
Developed innovative plan language to insulate plan sponsors from a wide range of litigation risks, including drafting errors, administrative errors, and allocation of fiduciary responsibility.
International benefit plans
Developed an international benefits plan for employees in Dubai, the U.S., and the UK.
Los Angeles Clippers Acquisition
Represented Steve Ballmer in his $2 billion acquisition of the Los Angeles Clippers from The Sterling Family Trust.
MidFirst Bank Acquisitions
Represented MidFirst Bank in its acquisition of Steele Street Bank and Trust from Steele Street Bank Corporation and in its acquisition of Presidential Financial Corporation.
Spin-Off of Hanesbrands Inc.
Represented Hanesbrands Inc. in its $2.4 billion spin-off from Sara Lee, Inc. and listing on the NYSE.
Global mobility
Advising companies based in the U.S., UK, and other parts of Europe on cross-border tax and employment aspects of senior executive assignments in Europe and China.
Tencent in $8.6 Billion Acquisition of Clash of Clans Developer
Represented Tencent Holdings Limited in its $8.6 billion acquisition of a majority stake in Supercell Oy, developer of Clash of Clans, Clash Royale, Boom Beach and Hay Day, from SoftBank.
Negotiation and implementation of agreements
Negotiating and implementing employment, separation, and consulting agreements on behalf of employers and executives. We have also designed and adapted executive retirement and other deferred compensation programs to comply with Section 409A and other complex tax rules in a practical way.
New investment options under section 401(k) plan
Advised a public company on the addition of new investment options under a section 401(k) plan covering more than 250,000 participants, and a Fortune 50 company on a ground-breaking transaction to add a guaranteed minimum withdrawal investment option to its $15 billion section 401(k) plan.
Pandora Media, Inc. in its acquisition of Next Big Sound, Inc.
Represented Pandora Media, Inc. in its acquisition of Next Big Sound, Inc.,
Parachute Payments and Compensation Deductions
We have advised a number of companies on securing deductions for compensation paid to senior executives, and on potential adverse tax consequences from golden parachute payments.
Resolved tax and fiduciary issues
Resolved tax and fiduciary issues in connection with the proposed consolidation of more than $1 billion in assets held in separate voluntary employees’ beneficiary associations.
Sale of $128 million pension fund
Represented a U.S. public company in the sale of its pension fund’s $128 million portfolio of private equity interests.
Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud-printing firm PrinterOn
Represented Samsung Electronics Co., Ltd., in its acquisition of Canadian cloud-printing firm PrinterOn.
Securities disclosures
With our colleagues in Covington’s securities practice, we have helped a number of companies disclose their executive compensation arrangements to investors. We have helped companies prepare their “Compensation Discussion & Analysis” disclosures and other filings, and we have counseled them when responding to follow-up requests from SEC staff.
Tax and fiduciary issues relating to VEBAs
Resolved tax and fiduciary issues in connection with the proposed consolidation of more than $1 billion in assets held in separate voluntary employees’ beneficiary associations (“VEBAs”).
Tax-efficient acquisition vehicles
Helped a leading global fund-of-funds sponsor with benefit plan investors acquire several large portfolios of European private equity interests. Working with corporate lawyers in our London and New York offices, we designed tax-efficient acquisition vehicles that complied with ERISA and avoided potential fiduciary and plan asset concerns.
Tax efficient compensation
Advised many companies on tax-efficient executive compensation arrangements. We have helped companies avoid adverse millions of dollars in tax liability related to golden parachutes, deferred compensation, and other executive compensation arrangements.
Taylor v. United Technologies Corp.
Taylor v. United Technologies Corp., 2009 WL 4255159 (2d Cir. Dec. 1, 2009), aff’g 2009 WL 535779, 46 Empl. Ben. Cas. (BNA) 1935 (D. Conn. Mar. 3, 2009). The Second Circuit affirmed the summary judgment entered in favor of our client United Technologies in a 401(k) plan expense class action lawsuit. The court upheld the rejection of all of plaintiffs’ claims concerning a variety of fiduciary decisions over more than a decade, for which plaintiffs had calculated alleged damages of $230 million.
UCB in its $1.23 billion sale of its U.S. specialty generics subsidiary
Represented Brussels-based UCB in the sale of its U.S. specialty generics subsidiary Kremers Urban Pharmaceuticals, Inc., to Lannett Company, Inc., for an upfront cash payment of $1.23 billion.
U.S. Department of Labor and Internal Revenue Service Investigations
Resolved contentious investigations by the US Department of Labor and Internal Revenue Service, in which the government took positions that exposed our clients to many millions, and in some cases over $1 billion, of potential liability. In several of these cases, we replaced counsel that was unable to reach agreement with the government, when litigation appeared to be imminent.
Verizon Communications’ $7.5 billion annuity purchase
Represented Verizon Communications with respect to its pension plan’s $7.5 billion annuity purchase (one of the largest pension annuitization transactions in US history), and successfully defending Verizon against an attempt by retirees to block the transaction in court.
Young v Verizons Bell Atl Cash Balance Plan
Young v. Verizon’s Bell Atl. Cash Balance Plan, __ F. Supp. 2d __, 2009 WL 3677350 (N.D. Ill. Nov. 2, 2009). For Verizon, we secured a court order reforming a $1.7 billion drafting error in a pension plan formula. This was the first court order correcting a scrivener’s error in an ERISA plan.
Cross-Border Workforce Reorganization
A fast-growing U.S.-based start-up planning and executing an aggressive global expansion relied on Covington’s global workforce team to mastermind a comprehensive implementation strategy that met the business’ goals while addressing compensation and benefits planning and employment challenges across dozens of jurisdictions.
Guiding a Start-up Through Rapid International Workforce Growth
A fast-growing U.S.-based start-up planning and executing an aggressive global expansion relied on Covington to mastermind a comprehensive implementation strategy that met the business’ goals while addressing compensation and benefits planning and employment challenges across dozens of jurisdictions.
Global Equity Incentive Plans
Developed global equity incentive plans, proxy summaries, and prospectuses for Fortune 100 companies and private equity portfolio companies.
Managing Equity Compensation in a Complex Global Corporate Spinoff
A large multinational company undergoing a complex, transformative reorganization and spin-off relied on Covington to lead a strategic redesign of its global equity compensation plans to more effectively deliver meaningful compensation to executives and employees in over 50 countries.
November 2020
Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs Recapture of Excess COVID-19 Payroll Tax Credits Addressed in New Regs As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are ...
November 23, 2020, Inside Compensation
Employers that have employees residing in California are now required by AB 1554 to provide notification in two different forms to employees about deadlines for withdrawing funds from flexible spending accounts (“FSAs”). One of the forms of notification may be electronic. Examples of permissible notification forms include: e-mail, telephone, text message, ...
What a Biden Win Means for Comp Committees
November 9, 2020, Agenda
Michael Francese spoke with Agenda about the Biden Administration’s impact on compensation committees. Mr. Francese says, “Biden’s platform is pretty vague on compensation matters.” He says Biden is “very focused” on tax rates for individuals, corporations, and estates. “Those will all kind of filter into compensation decisions,” he adds. He adds if any quick ...
November 3, 2020, Inside Compensation
On Saturday 31 October, the UK Government announced a new national lockdown and confirmed the extension of the existing Coronavirus Job Retention Scheme, more commonly referred to as the “furlough” scheme. In this alert, we set out what the UK Government has announced and what this means in terms of the support available to employers,...… Continue Reading
November 3, 2020, Inside Compensation
The IRS recently published new guidance on the tax withholding and reporting consequences associated with qualified retirement plan distributions to state unclaimed property funds. In Revenue Ruling 2020-24, the IRS clarified that distributions from qualified retirement plans to state unclaimed property funds are subject to both federal income tax withholding ...
November 2, 2020, Covington Alert
On Saturday 31 October, the UK Government announced a new national lockdown and confirmed the extension of the existing Coronavirus Job Retention Scheme, more commonly referred to as the “furlough” scheme. In this alert, we set out what the UK Government has announced and what this means in terms of the support available to employers, including the status of the ...
October 30, 2020
WASHINGTON—Covington represented GovernmentCIO, LLC, a leading provider of high-end technology and digital solutions to the Federal Health IT Services market, in its sale to Welsh, Carson, Anderson & Stowe. GovCIO is a rapidly growing provider of advanced technology solutions and digital services to the federal government. In the 10 years since its founding, ...
October 20, 2020, Inside Compensation
In an effort to close gender and racial pay gaps, California Governor Gavin Newsom recently signed Senate Bill (SB) 973 to require certain California employers to submit an annual pay data report to the Department of Fair Employment and Housing (DFEH) starting next year. The new law largely mirrors the EEO-1 “Component 2” pay data...… Continue Reading
October 8, 2020, Inside Compensation
New York State’s new paid sick leave law (“NYSSL”) took effect on September 30, 2020, requiring employers to allow employees to begin accruing paid sick leave benefits immediately. Employees may use their accrued leave under the NYSSL starting January 1, 2021. In response to its state law counterpart, New York City Mayor Bill de Blasio...… Continue Reading
October 8, 2020, Inside Compensation
California Governor Gavin Newsom recently signed Senate Bill (SB) 1159, which adds COVID-19-related illness or death to the list of injuries covered under the state’s workers’ compensation program and creates new employer reporting responsibilities. The law codifies and extends Executive Order N-62-20, which was issued on May 6, 2020 and created a rebuttable ...
October 1, 2020, Inside Compensation
Governor Newsom has signed Senate Bill (SB) 1383 to significantly expand the California Family Rights Act (CFRA). The CFRA is California’s counterpart to the federal Family and Medical Leave Act (FMLA) and provides unpaid family and medical leave of up to 12 weeks for eligible employees. The new law’s key revisions are summarized below and...… Continue Reading
September 23, 2020, Inside Compensation
California Governor Gavin Newsom has signed Assembly Bill (AB) 1867, to create COVID-19 supplemental paid sick leave (CPSL) requirements for employers with 500 or more employees, filling a gap left by the federal Families First Coronavirus Response Act (FFCRA) which applies only to employers with under 500 employees. The new law also codifies existing ...
DOL Revises FFCRA Regulations in Response to Federal Court Decision Invalidating Parts of the FFCRA
September 23, 2020, Inside Compensation
On September 11, 2020, the U.S. Department of Labor (“DOL”) issued revised regulations to clarify certain rights and employer responsibilities under the paid sick leave and expanded family and medical leave provisions of the Families First Coronavirus Response Act (“FFCRA”). The revisions were made in response to a recent decision of the U.S. District Court...… ...
September 18, 2020, Inside Compensation
A New York federal district court judge has struck down significant portions of the U.S. Department of Labor’s (“DOL”) joint employer rule, which went into effect earlier this year. As a result of this ruling, certain companies may be more likely to be deemed joint employers and exposed to liability for wage and hour violations...… Continue Reading
Temperature Screenings: Review State Laws
September 1, 2020, SHRM
Carolyn Rashby spoke with SHRM about the U.S. state laws regarding temperature checks during the COVID-19 pandemic. Ms. Rashby says temperature screens should be required only on days when employees are coming to a worksite, not when they are telecommuting. “Requiring temperature screenings at home may be a better approach for many businesses, including for ...
August 11, 2020, SHRM
Carolyn Rashby is quoted in SHRM regarding the travel restrictions employers can place on employees when considering the spread of COVID-19. Ms. Rashby says regulating where employees go on vacation could conflict with some state laws protecting off-duty conduct and could hurt morale. Regarding pre-travel inquiries, she says employers generally can require ...
Rising Star: Covington's William Woolston
July 28, 2020, Law360
William Woolston has been named a Law360 Rising Star in Benefits.
June 27, 2020
WASHINGTON—Covington represented Piramal Enterprises Limited (PEL) in the sale of a 20% stake in Piramal Pharma Limited (Piramal Pharma), a wholly owned subsidiary of PEL that will contain its pharmaceutical businesses, to CA Clover Intermediate II Investments, an affiliated entity of CAP V Mauritius Limited, an investment fund managed and advised by affiliated ...
May 21, 2020, Covington Alert
On May 19, OSHA issued updated guidance reinstating employers’ obligations to record work-related COVID-19 cases. The guidance takes effect May 26. OSHA had previously suspended this obligation for most employers in an April 10 enforcement discretion document, but advocates for both employers and employees have recently pressed for more robust guidance from OSHA ...
May 11, 2020, The Wall Street Journal
Lindsay Burke is quoted in The Wall Street Journal regarding the actions employers can take when asking employees to return to work during the COVID-19 pandemic. When addressing the concerns of an employee who is nervous to commute to work, Ms. Burke says, “If you are able to work from home, ask to do so. If you are considered a vulnerable individual or have an ...
May 8, 2020
As businesses prepare for a return to the workplace (RTW) following COVID-19 closures, our team has created this high-level summary list of current and anticipated issues related to reopening. For additional guidance, please visit our COVID-19 Legal and Business Toolkit or reach out to us at COVID19@cov.com. Links to sections with more information about these ...
April 27, 2020, The Wall Street Journal
Lindsay Burke spoke with The Wall Street Journal about the incentives companies can offer to employees returning to work. Ms. Burke says, “Extremely large companies might offer to subsidize people's purchases of private vehicles or subsidize rental cars.”
April 23, 2020, Bloomberg Law
Carolyn Rashby is quoted in Bloomberg Law regarding the increase of “work sharing,” a tool that lets employees tap into jobless benefits when their hours are reduced, during the COVID-19 pandemic. Ms. Rashby says, “Having an option to keep people employed at some reduced percentage of their hours and pay but having that option to quickly say, ‘OK we’re ready to ...
April 22, 2020, Law360
Lindsay Burke and Carolyn Rashby are quoted in Law360 regarding legal dangers and logistical challenges associated with reopening businesses in the U.S. Ms. Burke says, “We're in a lot of new territory here. I don't think any employers in modern history have had to return to operations in the middle of a global health crisis. And so we're really trying to ...
April 21, 2020, Bloomberg Law
Lindsay Burke and Carolyn Rashby spoke with Bloomberg Law about the uphill battle employees who contract COVID-19 on the job may face if they choose to sue their employer. Ms. Burke says, “We’re in territory we haven’t seen before. We are looking at a whole lot of different legal risks and issues. It’s not clear how they will play out. Traditionally an illness ...
April 16, 2020, Covington Alert
Whether a company is an essential business or is expecting to reopen in the coming weeks, a number of challenges must be addressed in order to provide a safe environment in which employees can work, while at the same time mitigating risk and restoring operations. Generally speaking, employees can be required to come to work, but this general rule must be ...
April 8, 2020, Covington Alert
Employers are facing new challenges in responding to COVID-19 and its implications for their workplaces in the United States. The checklist below will assist in thinking through the issues most likely to need attention in the immediate future. Information, agency guidance, and potential responses to COVID-19 are changing rapidly. This checklist was last updated ...
April 7, 2020, Covington Alert
Boards of directors, compensation committees and executive officers have begun to confront the impact of the COVID-19 pandemic on their compensation programs. This alert highlights key considerations for public companies as they make important decisions regarding these programs.
March 27, 2020, Covington Alert
On Friday 20 March, the UK Government announced various support measures for UK businesses. One of these was the Coronavirus Job Retention Scheme (the “Scheme”), which it is hoped will reduce the risk that UK employers promptly dismiss employees in response to the Coronavirus outbreak. Further guidance was published on 26 March, providing some much needed detail ...
March 25, 2020, Covington Alert
In light of the federal Families First Coronavirus Response Act ("FFCRA") and New York State’s sick leave law, both of which were signed on March 18, 2020, many New York employers will need to be prepared to comply with their new federal and state sick leave obligations to employees impacted by COVID-19. As discussed in a prior client alert, the FFCRA requires ...
March 24, 2020, Covington Alert
As the COVID-19 public health crisis continues, U.S. businesses are dealing with unprecedented disruptions to operations and workforce stability. Most employers undoubtedly want to assist their employees during this uncertain time, but they are struggling to balance the cost of maintaining their workforce with shrinking profits. The frequent result of such a ...
March/April 2020, Employee Benefit Plan Review
March 6, 2020, Covington Alert
Businesses are rapidly developing strategies to continue functioning and protect their workforces in the face of the growing Coronavirus COVID-19 outbreak. For obvious reasons, businesses may want to deploy health screening, testing, and professional medical advice services—including telemedicine—to their employees and dependents. It is critical that ...
October 3, 2018, Covington Alert
On September 30, 2018, California Governor Jerry Brown signed Senate Bill 826 into law making California the first state to require corporations to include women on their boards of directors.
September 28, 2018
FRANKFURT—Covington advised Investcorp Technology Partners on its acquisition of Berlin-based Softgarden, a human resources software provider. Investcorp is a leading global provider and manager of alternative investments and has $22.6 billion in total assets under management, including assets managed by third party managers and assets subject to a ...
August 28, 2018, Law360
William Woolston is quoted in Law360 regarding recent IRS guidance on tax deduction for performance-based executive compensation. Mr. Woolston says of grandfathered contracts, “I think it’s fair to wonder just how many companies will be able to take advantage of the grandfather rule. It’s still new guidance and there’s still more to come and more thinking to do ...
August 9, 2018
WASHINGTON—Covington advised Emergent BioSolutions in its $270 million acquisition of PaxVax. PaxVax is majority owned by an affiliate of Cerberus Capital Management. Emergent is a global life sciences company focusing on providing specialty products for civilian and military populations that address public health threats. PaxVax is a company focused on ...
August 8, 2018
WASHINGTON—Covington advised Wilmington, Delaware-based WSFS Financial Corporation in its acquisition of Philadelphia-based Beneficial Bancorp, Inc., in a transaction valued at approximately $1.5 billion. This is the second bank M&A deal in two weeks where Covington is representing the acquiring institution. Covington is also representing Dallas-based Veritex ...
Equity Plan Votes Scrapped After Tax Reform
August 6, 2018, Agenda
William Woolston and Megan Woodford are quoted in Agenda regarding the Tax Cuts and Jobs Act of 2017’s effect on incentive plans. Mr. Woolston suspects public companies not conducting a shareholder vote on incentive plans is the “ beginning of a trend.” However, he believes that shareholders can still rely on other measures to hold companies accountable for ...
August 3, 2018, The Wall Street Journal
Richard Shea is quoted in The Wall Street Journal regarding AT&T’s miscalculation and overpayment of retirement benefits. Mr. Shea says that some pension experts have concluded that overpayments essentially never harm plan finances because employers must set aside enough money to cover a lifetime of benefits based on what retirees actually receive. He adds, “The ...
Few Execs Leave Money on the Table Upon Departure
July 16, 2018
Michael Francese is quoted in the Agenda regarding compensation guarantees for at-will executives. Francese says that almost all employees are technically employed “at will, in the sense that their employer can terminate their employment at any time for any nondiscriminatory reason.” He adds that the biggest advantage of an employment agreement is the severance ...
May 1, 2018
WASHINGTON—Covington advised Elbit Systems Ltd. in its $120 million acquisition of the assets and operations of the privately owned U.S. company, Universal Avionics Systems. Elbit Systems is an international high technology company engaged in a wide range of defense, homeland security, and commercial programs throughout the world. Universal Avionics is a ...
March 2, 2018
NEW YORK—Covington advised Mavis Tire Holdings LLC, and its family owners, and other owners, including investment funds managed by ONCAP, in its agreement to merge with Express Oil Change & Tire Engineers, a Golden Gate Capital portfolio company, creating one of the largest independent automotive service platforms in the United States. Mavis Discount Tire, based ...
February 14, 2018, Covington Alert
The Tax Cuts and Jobs Act of 2017 (the “Act”) became Pub. Law 115-97 on December 22, 2017. Many of its more startling provisions have become well known since then. Of less dramatic impact are several provisions affecting qualified employer plans, fringe benefits, and certain kinds of compensation. These provisions are described in this client alert. This client ...
January/February 2018, The Corporate Governance Advisor
January 22, 2018
WASHINGTON—Covington advised Bacardi Limited in its definitive agreement to acquire Patrón Spirits International AG and its PATRÓN® brand, the world’s top-selling ultra-premium tequila, from John Paul DeJoria, a founder of Patrón. The transaction reflects an enterprise value for Patrón of $5.1 billion. The transaction follows the successful relationship the ...
January 11, 2018, Covington Alert
The U.S. Department of Labor recently announced that it will apply a new, more flexible test for determining whether interns working for “for-profit” companies are entitled to minimum wage and overtime protection under the federal Fair Labor Standards Act. In this client alert, we discuss the new test and identify some important points for employers to consider ...
December 26, 2017
SILICON VALLEY—The Financial Times has recognized Covington among the most innovative firms in 2017 in the category of "Enabling Business Growth," for advising "Tencent in its acquisition of a $8.6bn majority stake in Supercell, the Finnish gaming company, while maintaining Supercell’s creative culture and retaining its employees by introducing incentive ...
November 30, 2017
WASHINGTON—Covington represented Aristocrat Leisure Limited in its $990 million acquisition of Big Fish Games, Inc. This acquisition expands Aristocrat’s Social Gaming business into new game genres. Aristocrat is a global provider of gaming solutions. It offers a diverse range of products and services including electronic gaming machines and casino management ...
Covington Advises SK Holdings in Acquisition of Significant Minority Interest in Eureka Midstream
October 27, 2017
NEW YORK—Covington represented SK Holdings Co., Ltd. in its acquisition of a significant minority interest in Eureka Midstream Holdings, LLC, a midstream energy company that owns and operates approximately 340 miles of gas gathering pipelines in Ohio and West Virginia. The transaction closed in early October 2017. SK Group is a top three conglomerate in South ...
August 30, 2017
NEW YORK—Covington advised Howard Bancorp, Inc., the bank holding company for Howard Bank, in its acquisition of First Mariner Bank, a community bank headquartered in Baltimore, Maryland. The transaction value is approximately $163.4 million. The Covington team consisted of Michael Reed, Rusty Conner, Chris DeCresce, Matt Wood, and Nora Diamond-Jones(corporate); ...
Covington Advises Aristocrat in Acquisition of Plarium and Related Acquisition Financing
August 15, 2017
WASHINGTON—Covington, together with Israeli-based law firm Allens and Herzog Fox & Neeman, is representing Aristocrat Leisure Limited, a leading provider of gaming solutions, in its acquisition of Plarium Global Limited and the related acquisition financing. Aristocrat will make an upfront cash payment of $500 million plus earn-out payments based on Plarium’s ...
August 10, 2017
NEW YORK—Covington is representing IFM Therapeutics in its sale to Bristol Myers Squibb for $300 million in cash and the right to receive contingent payments upon achievement of specified milestones that could total in excess of $1 billion for each of its two oncology programs. Prior to closing, IFM will spin off its inflammation program to a newly-formed ...
Business and Human Rights: “Is This Even Relevant to Our Company?”
June 14, 2017, Webinar
UK Gender Pay Gap Reporting: Managing Risk, Developing Narrative and Changing Outcomes
May 23, 2017, Webinar
January 30, 2017
WASHINGTON—Covington represented India-based Piramal Enterprises and its wholly owned Critical Care subsidiary in the UK in its agreement to acquire a portfolio of intrathecal spasticity and pain management drugs from Mallinckrodt LLC. The purchase price was $171 million, plus an earn-out of up to an additional $32 million. This is the third acquisition that ...
September 30, 2016, Covington Alert
The U.S. Securities and Exchange Commission (SEC) continues to aggressively pursue companies using severance and other employment agreements that could be perceived to discourage employees from reporting possible securities law violations. Three enforcement actions this past summer demonstrate the need for companies to proactively review and give consideration ...
September 15, 2016
WASHINGTON—Covington advised WestRock Company in its transfer of $2.5 billion of pension liabilities to Prudential Insurance Company of America. WestRock’s pension plan will purchase a group annuity contract from Prudential covering approximately 35,000 retirees and beneficiaries. This is one of the largest pension transfer transactions to have occurred in the ...
Covington Represents Tencent in $8.6 Billion Acquisition
June 21, 2016
SILICON VALLEY—Covington advised Tencent Holdings Limited, a leading provider of internet service in China, in connection with its acquisition of a majority stake in Supercell from SoftBank. A consortium established by Tencent will acquire up to 84% of Supercell for $8.6 billion in a transaction valuing Supercell at approximately $10.2 billion. Supercell is a ...
Insider Threats to Cybersecurity—Prevent, Prepare, and React Webinar
June 21, 2016, Webinar
June 3, 2016
NEW YORK—Covington advised Beltone Financial Holding, a leading Egyptian investment bank, in its acquisition of 51 percent of Auerbach Grayson & Company, a New York brokerage firm specializing in global trade execution and research on developed, frontier, and emerging markets for U.S. institutional investors. This acquisition marks Beltone Financial’s entry into ...
May 31, 2016
WASHINGTON—Covington advised Graham Media Group in its definitive agreement to purchase WCWJ, the CW affiliate serving Jacksonville, FL and WSLS-TV, the NBC affiliate serving Roanoke and Lynchburg, VA, from Nexstar Broadcasting Group and Media General. The Covington team included corporate partners Paul Rogers and Michael Cutler, with associate Adina Lord. ...
April 27, 2016, Covington Alert
In late April 2016, federal financial regulators began the process of re-proposing rules (the “Proposal”) to implement restrictions on incentive-based compensation required by Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 956 directs a number of federal regulators (the “Agencies”) to jointly issue ...
April 8, 2016
NEW YORK — Covington advised Emmy and Golden Globe-winning producer Ben Silverman on the creation of Propagate Content, a media production and distribution company. A+E has agreed to fund the company with $30 million in equity and has committed to buy $15 million in scripted or unscripted projects in a five-year deal. Propagate has already signed Will.i.am and ...
December 9, 2015
NEW YORK, December 9, 2015 - Covington advised Grupo P.I. Mabe, the leading producer of hygienic products in Mexico, on its sale to Ontex Group NV, a publicly listed company based in Belgium. The transaction is expected to close in the first quarter of 2016. The transaction will require regulatory approvals in Mexico, the US and certain other countries, and has ...
December 8, 2015
NEW YORK, December 8, 2015 - Covington represented Ascension, the nation’s leading Catholic and non-profit health system, in a $200 million investment transaction with TowerBrook Capital Partners in Accretive Health, a leading provider of revenue cycle management services to healthcare providers. The transaction is expected to close in the first quarter of ...
Bribery case prompts first deferred prosecution
November 25, 2015, Bloomberg BNA
Richard Shea is quoted by Bloomberg BNA in an article discussing whipsaw calculations in light of the final regulations being released giving hybrid defined benefit retirement plans more time to bring their plans into compliance. According to Shea, although the IRS and Treasury made plans in the past to eliminate whipsaw calculations, it was never finalized. ...
IRS Issues Transition Relief for Hybrid Plans
November 16, 2015, Bloomberg BNA
Partners Richard Shea and Robert Newman are quoted in a BNA article discussing new rules governing hybrid pension retirement plans. More transitional guidance is needed, according to Shea. “The rules finalized today only address how to transition from a noncompliant market rate of return. They do not address how to transition from plan provisions that do not ...
November 5, 2015, Bloomberg BNA
Richard Shea is quoted in a BNA article covering employee benefit plans and how plans can practice “good compliance.” According to Shea, good compliance happens when documentation is consistent, but, he notes, it's rare to find a plan with consistent documentation across the board.
Insider Threats to Cybersecurity—Prevent, Prepare, React
July 17, 2015, Webinar
May 19, 2015
NEW YORK, May 19, 2015 — Covington is advising Pandora Media, Inc., an Internet radio service, in its acquisition of Next Big Sound, Inc., a provider of online music analytics. The acquisition is expected to provide Pandora with a powerful analytics tool used by tens of thousands of music makers, labels and marketers looking for data and insights about artists ...
January 28, 2015, InsideCompensation Blog
Verizon Wins Challenge to Pension Transfer; Investment Guidelines Need Not Be Disclosed
October 23, 2014, Bloomberg BNA
Covington's Jeffrey Huvelle is quoted regarding his representation of Verizon: “Verizon is pleased that the Fifth Circuit agreed with Judge Fish's well-reasoned decision that Verizon's spinoff complied with ERISA,” Huvelle told Bloomberg BNA on Oct. 15. He added that the document disclosure claims at issue “related to SuperMedia, not Verizon.”
Guidance, flexibility offered in cash balance rules
September 29, 2014, Pensions & Investments
Richard Shea and Robert Newman are quoted in this piece on regarding the recently released rules on hybrid defined benefit plans: The regulations, adopted Sept. 18, “make possible a type of retirement plan our country sorely needs,” said Richard Shea, a Washington attorney with law firm Covington and Burling, who chairs the employee benefits and executive ...
September 23, 2014, Bloomberg BNA
Robert Newman and Richard Shea are quoted in this article regarding the recently released rules on hybrid defined benefit plans: "The final rules open up a new world for employers wanting to offer retirement plans to their employees and could eventually slow the migration from defined benefit plans to defined contribution plans, Robert Newman and Richard C. ...
May 14, 2014, Bloomberg BNA
Covington partner Richard C. Shea is quoted in this Bloomberg BNA article regarding final regulations the Treasury Department recently released providing guidance on the taxation of retirement plan payments for health and accident insurance, including disability coverage. “The Treasury Department guidance included more provisions than what the employee benefits ...
Covington’s Richard Shea Co-Hosts Wharton School Conference on “Reimagining Pensions: The Next 40 Years”
May 2, 2014
WASHINGTON, DC, May 2, 2014 — Public confidence in retirement systems is shakier than ever. Covington & Burling’s Richard Shea is co-hosting an international conference to address both the reasons and potential solutions to the growing gap in public confidence. Titled “Reimagining Pensions: The Next 40 Years,” the conference will bring together leading ...
Covington Advises Forest Laboratories in $1.1 Billion Acquisition and $415 Million Royalty Monetization
April 27, 2014
NEW YORK, April 28, 2014 — Covington & Burling represented Forest Laboratories in a definitive agreement to acquire Furiex Pharmaceuticals, a drug development collaboration company, for up to $1.46 billion. The acquisition of Furiex expands Forest’s offerings in gastroenterology. Forest agreed to pay $95 per share in cash, or approximately $1.1 billion in the ...
April 24, 2014, Bloomberg BNA
Covington partner Robert Newman spoke during an April 24 webinar, De-risking: Tradeoff Between Reduction in Volatility and Retirement Security, sponsored by the American Bar Association Joint Committee on Employee Benefits, regarding the Internal Revenue Service working on additional private letter rulings that cover lump-sum offers to retirees who are receiving ...
Covington Advises BBVA in Acquisition of Simple
February 20, 2014
NEW YORK, February 20, 2014 — Covington & Burling represented Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco ...
June 20, 2013
WASHINGTON, DC, June 20, 2013 — Mike Francese, a partner in Covington’s employee benefits practice, testified on Tuesday before the Pension Benefit Guaranty Corporation (PBGC). Speaking on behalf of the ERISA Industry Committee (ERIC), Mr. Francese raised concerns regarding PBGC’s proposal to modify rules governing reportable events. “PBGC has proposed ...
January 18, 2013, Covington Advisory
November 28, 2012
NEW YORK, November 28, 2012— Covington & Burling is advising Grupo Financiero Banorte S.A.B. de C.V., and its affiliate Afore XXI Banorte, S.A. de C.V., in a $1.6-billion acquisition of Afore Bancomer, S.A. de C.V. from the Spanish bank, Banco Bilbao Vizcaya Argentaria S.A., which would create Mexico’s largest pension fund. Afore Bancomer is Mexico’s second ...
11/7/2012
WASHINGTON, DC, November 7, 2012 — Covington & Burling received 97 first-tier practice rankings in the 2013 “Best Law Firms” survey by U.S. News-Best Lawyers, placing Covington among the top 10 firms nationwide. Covington was also named “Law Firm of the Year” in both FDA Law and Corporate Compliance Law. The honor is presented to one law firm in each of the ...
October 22, 2012
WASHINGTON, DC, October 22, 2012 — Covington & Burling served as ERISA counsel to Verizon Communications Inc. on its transfer of $7.5 billion in pension liabilities to The Prudential Insurance Company of America. Many sponsors of defined benefit plans, especially frozen plans, are considering ways to “de-risk” by reducing or eliminating the volatility ...
Wharton’s Pension Research Council Taps Covington’s Shea
October 17, 2012
WASHINGTON, DC, October 17, 2012 — Richard Shea, a Covington & Burling partner and leading pension authority, has been appointed to the Pension Research Council Advisory Board at the Wharton School of the University of Pennsylvania. Wharton’s dean appoints the board from leaders in the employee benefits field, including academics, government policymakers, ...
Seven Covington Lawyers Named ‘2013 Lawyer of the Year’
September 13, 2012
WASHINGTON, DC, September 13, 2012 — Best Lawyers in America named seven Covington & Burling lawyers today as “2013 Lawyer of the Year” in their respective practice areas and cities. The selected lawyers received strong ratings from their peers for their “abilities, professionalism and integrity,” in the publication’s annual survey. Best Lawyers recognizes only ...
September 7, 2012, Covington E-Alert
Covington Advises Meda on Acquisition of Jazz Pharmaceuticals’ Women’s Health Products
September 6, 2012
LONDON, 06 September, 2012 — Covington & Burling LLP acted as legal advisers to Meda in an agreement with Jazz Pharmaceuticals to acquire a portfolio of six pharmaceutical products for women for $95 million in cash. The largest and most important product in the portfolio is Elestrin, a patented product with sales of almost 100 MSEK, that doctors prescribe for ...
August 27, 2012
WASHINGTON, DC, August 27, 2012 — Covington & Burling LLP lawyers received 196 individual mentions in 57 areas of law in the 2013 edition of The Best Lawyers in America. This annual compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as ...
June 22, 2012
NEW YORK, June 22, 2012 — Covington & Burling advised Ascom Holding AG in its acquisition of GE Healthcare’s nurse call medical device business. The acquisition gives Ascom access to the North American nurse call market and creates opportunities to combine GE Nurse Call systems with Ascom’s existing mobility offering. With this acquisition, Ascom further ...
Covington Advises SandRidge Energy in $130 Million Sale of Tertiary Assets to Morgan Stanley Global Private Equity
June 4, 2012
NEW YORK, June 4, 2012 — Covington advised SandRidge Energy, Inc. on the sale of its non-core tertiary recovery business for $130 million to Morgan Stanley Global Private Equity portfolio company Trinity CO2 Investments. The divested properties are located in West Texas and currently produce approximately 1,100 barrels of oil per day. SandRidge Energy is an oil ...
Covington Advises SeaChange International on Media Sale
May 24, 2012
LONDON, 24 May, 2012 — Covington & Burling advised SeaChange International, Inc., on the sale of its UK-based media services company, On Demand Group Limited, to Avail-TVN, a company backed by Carlyle Group. The sale is part of SeaChange’s strategy to transform the company into a pure-play software company. SeaChange is a leading global multi-screen video ...
May 14, 2012
WASHINGTON, DC, May 14, 2012 — Covington & Burling partners Richard Shea and Robert Newman and associate Katherine Mineka have been named recipients of the “2012 Burton Awards for Legal Achievement.” Their article, “Hybrid Plans at the Crossroads,” won in the legal writing for law firms category. The article, which was originally published in BNA Pensions & ...
Covington Lawyers Recognized by D.C. Super Lawyers
May 2, 2012
WASHINGTON, DC, May 2, 2012 — D.C. Super Lawyers selected 64 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects no more than five percent of the total lawyers who practice in Washington based on peer review and the publication’s independent research. Deborah Garza and Robert Long have been named among the “Top 100” for ...
April 23, 2012
WASHINGTON, DC, April 23, 2012 — Covington & Burling represented AstraZeneca in its $1.26 billion acquisition of Ardea Biosciences. Under the agreement, AstraZeneca will pay $32 per share for all of the outstanding shares of Ardea. AstraZeneca is a global, innovation-driven biopharmaceutical business with a primary focus on the discovery, development and ...
4/23/2012
NEW YORK, April 23, 2012 — Covington & Burling represented Thomson Reuters in a definitive agreement to sell its Healthcare business to an affiliate of Veritas Capital for $1.25 billion in cash. The sale, expected to close in the next few months, is subject to regulatory approval and customary closing conditions, including the expiration or termination of ...
Covington Shortlisted for Five Chambers USA Awards
March 23, 2012
WASHINGTON, DC, March 23, 2012 — Covington & Burling has been nominated for the 2012 Chambers USA Awards for Excellence in five national practice areas. On March 20th, Chambers released its shortlist of the law firms nominated based on their pre-eminence and recent achievements in 21 distinct practice areas. Covington was one of two firms receiving team ...
Conference Proposes New Pension Options
February 24, 2012
WASHINGTON, DC, February 24, 2012 — Top policy experts joined with government officials to examine new retirement options for private-sector workers at a conference Wednesday on Capitol Hill. These new options will allow risks to be shared to produce optimal outcomes for both employers and employees. “The nation is caught in a retirement trap of its own ...
January 24, 2012
WASHINGTON, DC, January 24, 2012 — Covington & Burling LLP represented ChemGen Corp. in its definitive merger agreement with Eli Lilly and Company. Upon closing of the transaction, ChemGen will become a wholly-owned subsidiary of Eli Lilly and an operating unit of Elanco, the animal health division of Eli Lilly. ChemGen, headquartered in Gaithersburg, ...
Re-Imagining the Pension Plan: Sharing Risk to Achieve Efficient, Sustainable Retirement Security
2012, N.Y.U. Review of Employee Benefits and Executive Compensation
November 10, 2011
WASHINGTON, DC, November 10, 2011 — Covington & Burling represented Salix Pharmaceuticals, Ltd. in its agreement to acquire Oceana Therapeutics, Inc., a privately held global provider of gastroenterology and urology therapeutics, for $300 million in cash. “The acquisition of Oceana expands our product portfolio of innovative products, furthers the ...
November 7, 2011, BNA's Health Care Policy Report
U.S. News-Best Lawyers Awards Covington ‘Law Firm of the Year’ in FDA Law and 82 First-Tier Practice Rankings
November 1, 2011
WASHINGTON, DC, November 1, 2011 — For the second consecutive year, U.S. News-Best Lawyers awarded Covington & Burling the most first-tier practice rankings for Washington, DC in the “Best Law Firms” survey. The 2011-12 survey also awarded the firm 82 first-tier practice rankings, placing Covington among the top 20 firms nationwide. Additionally, U.S. ...
September 7, 2011
WASHINGTON, DC, September 7, 2011 — Covington & Burling LLP lawyers received 184 individual mentions in 56 areas of law in the 2012 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: ...
August 31, 2011
NEW YORK, August 31, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has entered into a definitive agreement to sell the drilling products business of its recently acquired LeTourneau Technologies, Inc. to Cameron International Corporation (NYSE: CAM) for $375 million in cash, subject to ...
July 22, 2011
NEW YORK, July 22, 2011 — Bristol-Myers Squibb Company and Amira Pharmaceuticals, Inc., have reported that the companies have signed a definitive agreement under which Bristol-Myers Squibb will acquire privately held Amira Pharmaceuticals. Covington & Burling LLP represented Bristol-Myers Squibb in the transaction. Under the terms of the agreement, ...
June 10, 2011
WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 123 individual mentions and 45 practice mentions in Chambers USA 2011. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
Hybrid Plans at the Crossroads: Will Treasury and IRS Allow Them to Be Defined Benefit Plans?
June 3, 2011, BNA, Inc. Pension & Benefits Daily
April 28, 2011
WASHINGTON, DC, April 28, 2011 — John Vine, a longtime Covington & Burling partner and senior counsel, has been named a recipient of the 2011 Burton Awards for Legal Achievement. Mr. Vine, one of the nation’s leading employee benefits lawyers, is being recognized as a winner in the legal writing for law firms category for his article, “ERISA Rights and ...
Covington Announces Five New Counsel
April 1, 2011
WASHINGTON, DC, April 1, 2011 — Covington & Burling LLP is pleased to announce the promotion of two lawyers to of counsel and three lawyers to special counsel. The new of counsel are as follows: Alex Chinoy (Washington) focuses his practice on the resolution of international intellectual property disputes, with an emphasis on Section 337 unfair import ...
March 7, 2011, Covington Advisory
February 22, 2011
NEW YORK, February 22, 2011 — Forest Laboratories, Inc. (NYSE: FRX) and Clinical Data, Inc. (NASDAQ: CLDA) announced today that they have entered into a merger agreement pursuant to which Forest will acquire Clinical Data, a specialty pharmaceutical company focused on the development of first-in-class and best-in-category therapeutics. Covington & Burling LLP ...
January 11, 2011
NEW YORK, January 11, 2011 — Scout Partners LLC has announced that it has made a growth capital investment in The Hinckley Company. Terms of the transaction, which closed on December 30, 2010, were not disclosed. Covington & Burling LLP advised Scout Partners on the deal. Scout Partners, a partnership between David Howe and Peterson Capital LLC, was created ...
January 7, 2011
WASHINGTON, DC, January 7, 2011 — Law360 has named Covington & Burling LLP’s employment practice as one of five “Employment Groups of the Year.” “The key to Covington's success has been its laser focus on a select number of vital cases with major implications for the future of ERISA, while other firms may focus on handling a greater volume of routine ERISA ...
1/6/2011
NEW YORK, January 6, 2011 — Charlesbank Capital Partners has announced that it has acquired Peacock Engineering Company, LLC, a leading provider of outsourced food packaging and supply chain management services to many of the nation’s largest branded consumer products companies, from Behrman Capital. The terms of the transaction, which closed on December 21, ...
Covington Advises Atlas Pipeline Holdings L.P. in Acquisition of Upstream Oil & Gas Assets from Atlas Energy, Inc.
November 9, 2010
NEW YORK, November 9, 2010 — Atlas Pipeline Holdings L.P. and Atlas Energy, Inc. announced today that they have entered into an agreement for Atlas Holdings to acquire from its parent, Atlas Energy, all of Atlas Energy’s partnership management business and certain producing oil & gas assets for total consideration of $250 million, consisting of $220 million in ...
October 12, 2010
NEW YORK, October 12, 2010 — King Pharmaceuticals and Pfizer announced today that they have entered into an agreement for Pfizer to acquire all of the outstanding stock and stock equivalents of King for $14.25 in cash per share, or aggregate consideration of $3.6 billion. Covington & Burling LLP advised King on the transaction. King is a vertically integrated ...
October 6, 2010
LONDON, 6 October, 2010 — Covington & Burling LLP is pleased to announce the appointment of Christopher Walter as a partner in the European employment practice. He will be joined by special counsel Chris Bracebridge and associate Helena Laughrin. They will significantly enhance Covington's capabilities to meet the needs of the firm's growing European corporate ...
September 21, 2010
NEW YORK, September 21, 2010 — Prestige Brands Holdings, Inc. has announced that it has entered into a definitive agreement to acquire 100% of the stock of Blacksmith Brands Holdings, Inc., a portfolio company of Charlesbank Capital Partners, for $190 million in cash. Covington & Burling LLP advised Charlesbank on the transaction, which is expected to close in ...
Covington Receives First-Tier Practice Nods in Inaugural “Best Law Firms” Rankings by U.S. News and Best Lawyers
September 17, 2010
WASHINGTON, DC, September 17, 2010 — Covington & Burling LLP received 33 first-tier practice rankings in the 2010 “Best Law Firms” survey by U.S. News Media Group and Best Lawyers. Covington’s first-tier national rankings place it among the top 10 firms nationwide and at the top of the first-tier rankings for Washington, DC. The inaugural rankings presented in ...
September 3, 2010, Tax Management Compensation Planning Journal, 38 CPJ 235
August 6, 2010
WASHINGTON, DC, August 6, 2010 — Covington & Burling LLP received 138 individual mentions in 40 areas of law in the 2011 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
August 2, 2010
WASHINGTON, DC, August 2, 2010 — The Washington Post Company has today announced its agreement to sell Newsweek to a company owned by Dr. Sidney Harman, the founder and chairman emeritus of Harman International. Covington & Burling LLP advised The Washington Post Company on the transaction. The terms of the sale have not been announced. The Washington and New ...
July 21, 2010, Covington Advisory
Covington Advises SandRidge Energy on Closing of Merger with Arena Resources, Creating a $6.2 Billion Company
July 20, 2010
NEW YORK, July 20, 2010 — SandRidge Energy, Inc. has completed its acquisition of Arena Resources, Inc., creating a combined company with an enterprise value of approximately $6.2 billion. Covington & Burling LLP advised SandRidge Energy on the transaction. The merger closed on July 16 following special meetings of the stockholders of each company. The ...
July 15, 2010
WASHINGTON, DC, July 15, 2010 — Covington & Burling LLP is pleased to announce the signing of a Purchase Agreement for the sale of the Golden State Warriors, the NBA franchise based in Oakland, California, to an investor group led by Kleiner Perkins Caufield & Byers Managing Partner Joe Lacob and Mandalay Entertainment Group Chairman Peter Guber. The sale price ...
June 16, 2010
WASHINGTON, DC, June 16, 2010 — Covington & Burling LLP received 112 individual mentions and 44 practice mentions in Chambers USA 2010. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
May 24, 2010, Covington E-Alert
Covington Advises Charlesbank Capital Partners on Recapitalization of Cedar Creek Lumber
May 21, 2010
NEW YORK, May 21, 2010 — Charlesbank Capital Partners, LLC and Cedar Creek Lumber have announced a recapitalization whereby Charlesbank will acquire majority ownership of Cedar Creek. The transaction, which is structured as an asset purchase, will provide the Cedar Creek business with capital to grow organically and expand within the wholesale building materials ...
April 21, 2010
WASHINGTON, DC, April 21, 2010 — In a statement released today, Pepco Holdings, Inc. announced that it has entered into an agreement to sell the power generation assets of its Conectiv Energy segment to Calpine Corporation for approximately $1.7 billion. Covington & Burling LLP advised Pepco Holdings on the transaction. Pepco Holdings, headquartered in ...
Scott Smith Named Am Law’s ‘Dealmaker of the Week’
April 12, 2010
NEW YORK, April 12, 2010 — Covington & Burling LLP’s Scott Smith has been named “Dealmaker of the Week” by The Am Law Daily. Mr. Smith, chair of the firm’s M&A and private equity practices, was recognized for advising SandRidge Energy in its acquisition of Arena Resources, a deal that was announced April 4. The other members of the New York and Washington ...
Three Covington Partners Named ‘Rising Stars’ by Law360
4/8/2010
WASHINGTON, DC, April 8, 2010 — Three partners at Covington & Burling LLP have been selected as “Rising Stars” by Law360. The online legal publication describes each of the partners as one of the 10 best lawyers under the age of 40 in his respective practice area. Named as “Rising Stars” are David Fagan in international trade, Seth Safra in employment, and Paul ...
Covington Advises CVG in Merger with Integral Systems
March 15, 2010
WASHINGTON, DC, March 15, 2010 — CVG, Incorporated (“CVG”) has announced its merger with Integral Systems, Inc. in a deal valued at $34.675 million. Covington & Burling LLP advised CVG on the transaction. CVG and its subsidiary, Avtec systems, Inc., based in Chantilly, Virginia, provide secure satellite-based communication solutions to government and commercial ...
Covington Advises Financial Federal Corporation on $738M Merger with People’s United Financial
2/22/2010
NEW YORK, February 22, 2010 — Financial Federal Corporation and People’s United Financial, Inc. have completed the merger of Financial Federal with People’s United in a transaction valued at approximately $738 million. Covington & Burling LLP advised Financial Federal on the transaction. Financial Federal is a financial services company providing collateralized ...
December 17, 2009
NEW YORK, December 17, 2009 — Ethicon, Inc., a Johnson & Johnson company and a worldwide leader in surgical care, and Acclarent, Inc., a privately held medical technology company dedicated to designing, developing and commercializing devices that address conditions affecting the ear, nose and throat, have announced a definitive merger agreement whereby Ethicon ...
October 23, 2009, Covington E-Alert
Covington Promotes 10 Lawyers to Partnership
10/1/2009
WASHINGTON, DC, October 1, 2009 — Covington & Burling LLP today announced that ten of its lawyers have been elected to the firm’s partnership effective today. The new partners practice in the corporate, litigation, and regulatory fields. The ten new partners and their practices are as follows: Marney Cheek (International) represents companies and trade ...
Covington Advises Boehringer Ingelheim on Acquisition of Animal Health Assets from Pfizer and Wyeth
9/24/2009
NEW YORK, September 24, 2009 — Boehringer Ingelheim, and its US animal health business Boehringer Ingelheim Vetmedica, Inc., has entered into an agreement with Pfizer to acquire certain assets of Wyeth’s Fort Dodge Animal Health business upon the closing of the global Pfizer-Wyeth merger. Covington & Burling LLP represented Boehringer Ingelheim on the ...
Covington Advises Procter & Gamble on $3.1B Sale of Global Pharmaceuticals Business to Warner Chilcott
8/24/2009
NEW YORK, NY, August 24, 2009 — Procter & Gamble today announced the sale of its global pharmaceuticals business to Warner Chilcott Ltd. Covington & Burling LLP advised Procter & Gamble on the transaction. Procter & Gamble is a leading global branded products company, with one of the strongest portfolios of quality, leadership brands in consumer health and ...
August 7, 2009
WASHINGTON, DC, August 7, 2009 — Covington & Burling LLP received 131 individual mentions in 38 areas of law in the 2010 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
Covington Advises Energy Conversion Devices on Acquisition of Solar Integrated Technologies
7/22/2009
WASHINGTON, DC, July 22, 2009 — Energy Conversion Devices, Inc. (ECD), a NASDAQ-listed leading global manufacturer of thin-film flexible solar laminate products for the building integrated and commercial rooftop markets, and Solar Integrated Technologies, Inc. (SIT), an AIM-listed leading provider of building integrated photovoltaic roofing systems, today ...
7/22/2009
NEW YORK, NY, July 22, 2009 — Medarex and Bristol-Myers Squibb announced today that Bristol-Myers Squibb entered into an agreement for Bristol-Myers Squibb to acquire all of the outstanding stock and stock equivalents of Medarex for $16.00 in cash per share, or aggregate consideration of $2.4 billion. Covington & Burling LLP advised Medarex on the ...
July 16, 2009
NEW YORK, NY, July 16, 2009 — Snow Phipps Group, LLC, a private equity firm, announced on July 7 that it had completed the acquisition of ITS Holding Company (ITSolutions), a leading information technology services provider to US government civilian, national security, and intelligence agencies, along with Mr. Stefan Lalos, co-founder and CEO of ITSolutions. ...
June 12, 2009
WASHINGTON, DC, June 12, 2009 — Covington & Burling LLP received 100 individual mentions and 40 practice mentions in Chambers USA 2009. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
June 10, 2009, Covington E-Alert
January 29, 2009, Covington E-Alert
2005/2009, Media Law Resource Center, 50-State Survey of Employment Libel and Privacy Law
November 21, 2008, Covington E-Alert
October 10, 2008, Covington E-Alert
September 29, 2008
WASHINGTON, DC, September 29, 2008 — Covington & Burling LLP received 124 individual mentions in 40 areas of law in the 2009 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
Covington Advises bioMérieux on AviaraDx Acquisition
9/18/2008
SAN FRANCISCO, CA, September 18, 2008 — BioMérieux announced that it has signed an agreement to acquire privately held AviaraDx, Inc. for $60 million. BioMérieux plans to keep AviaraDx as an independent legal entity called bioTheranostics, Inc. Covington & Burling LLP advised bioMérieux on the transaction. BioMérieux, based in France, specializes in the in ...
8/7/2008
WASHINGTON, DC, August 7, 2008 — On August 5, Intercell AG completed its acquisition of Iomai Corporation (now known as Intercell USA, Inc.) in a deal that will create a leading traveler’s vaccine portfolio. Covington & Burling LLP advised Intercell on the transaction. Intercell is a growing biotechnology company which focuses on the design and development of ...
Covington Advises Procter & Gamble On Sale of ThermaCare
7/17/2008
NEW YORK, NY, July 17, 2008 — Wyeth Consumer Healthcare, a division of Wyeth, announced that it signed an agreement to purchase ThermaCare, a leading over-the-counter heat wrap, from Procter & Gamble. Covington & Burling LLP advised Procter & Gamble on the transaction. Introduced in the United States in 2002, ThermaCare Heat Wraps use heat therapy to relieve ...
June 16, 2008
WASHINGTON, DC, June 16, 2008 — Covington & Burling LLP received 81 individual mentions and 45 practice mentions in the newly released 2008 Chambers USA. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington ...
Covington Announces Nine New Counsel
4/3/2008
WASHINGTON, DC, April 3, 2008 — Covington & Burling LLP has announced the promotion of four new of counsels and five new special counsels in the firm’s five offices. The new of counsels are as follows: Christopher Denig (Washington) focuses on representing clients in complex federal civil litigation (including class actions), internal corporate ...
Covington Advises Pfizer on Acquisition of Serenex
3/3/2008
NEW YORK, NY, March 3, 2008 — Pfizer Inc. announced today that it has entered into an agreement to acquire Serenex Inc., a privately held biotechnology company. Covington & Burling LLP advised Pfizer on the transaction. Pfizer, the world’s largest research-based biomedical and pharmaceutical company, discovers and develops innovative medicines to treat and help ...
Covington Advises Encysive on Pfizer Deal
2/21/2008
WASHINGTON, DC, February 21, 2008 — Encysive Pharmaceuticals Inc. announced yesterday that it has entered into an agreement to be acquired by Pfizer Inc. Under the terms of the agreement, Pfizer will make a cash tender offer for all issued and outstanding shares of Encysive for $2.35 per share, representing an equity value of approximately $195 million. ...
2/1/2008
SAN FRANCISCO, CA, February 2, 2008 — Covington & Burling LLP advised Schwab Performance Technologies in its acquisition of RIA back office outsourcing provider Etelligent Consulting, Inc. Financial terms of the transaction have not been disclosed. Founded in 1985, Schwab Performance Technologies is a subsidiary of The Charles Schwab Corporation and a leading ...
1/8/2008
WASHINGTON, DC, January 8, 2008 — Joy Global Inc., a worldwide leader in high-productivity mining solutions, reported today that it has signed a definitive agreement to acquire 100% of the stock of NES Investment, Co., the parent holding company of Continental Global Inc. Continental designs, manufactures, installs and services highly engineered bulk material ...
1/2/2008
NEW YORK, NY, January 2, 2008 — Coty Inc. has completed its acquisition of DLI Holding Corp., the parent company of Del Laboratories, Inc., one of the leading manufacturers of nail care, cosmetics, personal care, and OTC products. Covington & Burling LLP advised Coty on the transaction.Coty Inc. is the world’s largest fragrance company and a recognized leader in ...
1/2/2008
NEW YORK, NY, January 2, 2008 — Pfizer announced on December 31 that it has completed the cash tender offer for the outstanding shares of common stock of Coley Pharmaceutical Group, Inc., a publicly-held biopharmaceutical company specializing in vaccine adjuvant technology and a new class of immunomodulatory drug candidates designed to fight cancers, allergy and ...
Covington Advises Pfizer on Acquisition of CovX
12/18/2007
NEW YORK, NY, December 18, 2007 — Pfizer Inc. announced today that it has entered into an agreement to acquire CovX, a privately-held biotherapeutics company. Covington & Burling LLP advised Pfizer on the transaction. Pfizer, the world’s largest research-based biomedical and pharmaceutical company, discovers and develops innovative medicines to treat and help ...
11/01/2007
NEW YORK, NY, November 1, 2007 — Mainfreight Limited has completed its acquisition of AMEX-listed Target Logistics, Inc. in an all-cash transaction. Covington & Burling LLP advised Mainfreight on the transaction. Mainfreight is a global supply chain logistics provider with approximately 3,000 team members based in operations in New Zealand, Australia, Asia, and ...
10/15/2007
WASHINGTON, DC, October 15, 2007 — Covington & Burling LLP advised The Washington Post Company in its acquisition of CourseAdvisor, Inc. The Washington Post Company is a diversified media and education company whose principal operations include newspaper and magazine publishing, educational and career services, television broadcasting, cable television systems, ...
10/12/2007
NEW YORK, NY, October 12, 2007 — TouchTunes Music Corporation, the largest on-location digital entertainment network, has announced its acquisition of White Rabbit Game Studio, creators of PlayPorTT and developers of portable, on-location game systems. Covington & Burling LLP advised TouchTunes on the transaction. White Rabbit executives and employees will form ...
Covington Recognized in More than Twenty Practice Areas in Inaugural Edition of Legal 500 US
9/28/2007
WASHINGTON, DC, September 28, 2007 — In its inaugural year, The Legal 500 US has recognized Covington & Burling LLP’s practice excellence in 23 fields. Compiled in four volumes published in 2007, the Legal 500 US singles out the following practices: Broadcasting and Digital Buyouts: sub-$1b Copyright - regional Copyright Litigation - regional Data ...
September 6, 2007
WASHINGTON, DC, September 6, 2007 — Covington & Burling LLP received 115 individual mentions in 38 areas of law in the 2008 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The recipients are as follows: Administrative: E. Edward Bruce and ...
8/7/2007
LONDON, 7 August, 2007 — Covington & Burling LLP announces its role in advising US biotechnology company Northwest Biotherapeutics, Inc. on its admission to AIM and £15 million placing, which valued the company at approximately £68 million on a fully-diluted basis. The transaction was particularly complex due to Northwest's quotation on the OTC Bulletin Board in ...
August 6, 2007, Covington Advisory
June 18, 2007
WASHINGTON, DC, June 18, 2007 — Covington & Burling LLP received 44 practice mentions and 74 individual mentions in the newly released 2007 Chambers USA guidebook. The 2007 edition of Chambers USA attempts to identify the most skilled legal practitioners throughout the country based on the qualities most valued by clients. Covington attorneys have been ...
4/12/2007
NEW YORK, NY, April 12, 2007 — Boart Longyear Group announced that it has completed its Australian initial public offering for A$2.75 billion, which was Australia’s largest IPO in nine years. The final price of shares was A$1.85. Boart Longyear expects normal trading of its shares to commence on April 16, 2007. Covington & Burling LLP advised the management ...
Covington Advises Pfizer in Acquisition of BioRexis
February 1, 2007
NEW YORK, NY, February 1, 2007 — Covington & Burling LLP advised Pfizer in the acquisition of BioRexis, a privately held biopharmaceutical company. The transaction is expected to close in the first or second quarter of 2007. The financial terms of the transaction were not disclosed.BioRexis is developing long-acting GLP-1 receptor agonists for the potential ...
January 17, 2007
NEW YORK, NY, January 17, 2007 — Evraz Group S.A. announced that it successfully completed its tender offer for Oregon Steel Mills, Inc. (NYSE: OS) common stock for $63.25 per share, with approximately 91.5% of the outstanding shares of common stock of Oregon Steel Mills tendered into the offer. The tender offer was the first step of the previously announced ...
Covington Advises Abbott Laboratories in $3.7 Billion Acquisition of Kos Pharmaceuticals, Inc.
11/06/2006
NEW YORK, NY, November 6, 2006 — Abbott Laboratories (NYSE: ABT) announced the acquisition of Kos Pharmaceuticals (NASDAQ: KOSP) through a cash tender offer of $78.00 per common share, or $3.7 billion. Covington & Burling LLP represented Abbott in the transaction. Abbott is a global, broad-based health care company devoted to the discovery, development, ...
Covington Advises JLG Industries in $3.2 Billion Merger into Oshkosh Truck Corporation
10/16/2006
WASHINGTON, D.C., October 16, 2006 — The board of directors of JLG Industries, Inc. (NYSE: JLG) has approved an all cash offer of $28.00 per common share to merge with, and become, a subsidiary of Oshkosh Truck Corporation (NYSE: OSK). According to JLG’s press release, the $3.2 billion merger is dependent on the approval of JLG shareholders. The transaction is ...
Covington Advises Hanesbrands in Spin-Off from Sara Lee
9/29/2006
<?xml:namespace prefix="st1"?><st1:state w:st="on">WASHINGTON</st1:state>, D.C., September 29, 2006 — <st1:city w:st="on"><st1:place w:st="on">Covington</st1:place></st1:city> represented Hanesbrands Inc. in its recent spin-off from the Sara Lee Corporation. Hanesbrands began trading on the New York Stock Exchange under the ticker symbol HBI on September 6. ...
Covington Represents Eisai In $205 Million Acquisition of Four Oncology-Related Products
9/13/2006
WASHINGTON, D.C., September 13, 2006 — Covington represented both Eisai Co., Ltd. and Eisai Inc. in the recent $205 million product acquisition agreement with Ligand Pharmaceuticals. Eisai obtained exclusive global rights to four products, including ONTAK®, Targretin® capsules, Targretin® 1% gel and Panretin® 0.1% gel. This acquisition will help to ...
August 7, 2006
WASHINGTON, DC, August 7, 2006 - The United States Court of Appeals for the Seventh Circuit ruled today that IBM's pension plan formula is both lawful and age-neutral. The decision was the first by a federal appeals court to address the closely-watched question of whether hundreds of "cash balance" pension plans across the country are unlawful under an age ...
The Seventh Circuit Decision in Cooper v. IBM
August 2006, Buck Consultants Webcast
June 23, 2006
NEW YORK, June 23, 2006 - The board of directors of Kerr-McGee Corp. (NYSE: KMG) has approved an all cash offer of $70.50 per common share to merge into Anadarko Petroleum Corp. (NYSE: APC). According to Kerr-McGee's press release , the $18 billion merger is dependent on the approval of Kerr-McGee stockholders. It is expected to be finalized by the end of ...
June 5, 2006
WASHINGTON, DC, June 5, 2006 - Fifty Covington & Burling lawyers practicing in 27 fields and in each of the firm's US offices were recognized as "leaders in their field" in this year's edition of Chambers USA - America's Leading Business Lawyers. The 2006 edition of Chambers USA, which was released June 2, 2006, attempts to identify the most skilled legal ...
April 18, 2006
NEW YORK, NY, April 18, 2006 - Covington advised Pfizer Inc. in the acquisition of Rinat Neuroscience Corp., a privately held biotechnology company. The financial terms of the transaction were not disclosed.Rinat discovers, develops, and commercializes protein therapeutics for diseases and disorders of the nervous system. Rinat is working on a potential new ...
March 15, 2006
WASHINGTON, D.C., March 15, 2006 - Covington advised the independent directors of Beverly Enterprises, Inc. (BEI) in its $2.2 billion acquisition by Pearl Senior Care, an affiliate of Fillmore Capital Partners, LLC. Pearl Senior Care replaced North American Senior Care (NASC), a company formed by a group of private investors, in November 2005, when NASC could ...
March 15, 2006
WASHINGTON, D.C., March 15, 2006 - Covington advised the independent directors of Beverly Enterprises, Inc. (BEI) in its $2.2 billion acquisition by Pearl Senior Care, an affiliate of Fillmore Capital Partners, LLC. Pearl Senior Care replaced North American Senior Care (NASC), a company formed by a group of private investors, in November 2005, when NASC could ...
Peter Cooke, Leading Employment Lawyer, Joins Covington
February 20, 2006
LONDON, UK, February 20, 2006 - Covington & Burling announced today that Peter Cooke has joined the firm as of counsel and will lead Covington's European Employment Law Group. Mr. Cooke is resident in the firm's London office. Mr. Cooke has experience advising on the employment law aspects of acquisitions, outsourcing and other corporate transactions, employee ...
Covington Advises Kerr-McGee Spin-off, Tronox Inc., in IPO and Related Debt Financings
December 9, 2005
WASHINGTON, D.C., December 9, 2005 - Covington & Burling represented Tronox Inc. in the completion of its initial public offering and related debt financings valued at approximately $800 million. Tronox's IPO involved 17,480,000 shares of its Class A common stock and approximate gross proceeds of $245 million. Covington also advised on related debt ...
December 9, 2005
WASHINGTON, D.C., December 9, 2005 - Covington & Burling advised Charlesbank Capital Partners, LLC, a leading middle-market private equity investment firm, on its acquisition of Zenith Products from Masco Corporation. Zenith is a leading designer and manufacturer of bathroom storage products and accessories for the retail market. The transaction was funded ...
Covington & Burling Announces Ten New Partners
October 3, 2005
WASHINGTON, D.C., October 3, 2005 - Covington & Burling announced the election of ten new partners, effective October 1. Stuart Stock, chair of the firm's management committee, commented: "These exceptional lawyers reflect the strength, excellence and diversity of the firm, and the continuing growth of our practices across the firm." Covington's newest partners ...
September 19, 2005
WASHINGTON, D.C., September 19, 2005 - Covington & Burling advised British United Provident Association (BUPA) in its acquisition of AMEDEX Insurance Company, a US-based insurer with headquarters in Miami and operations throughout Latin America and the Caribbean. AMEDEX insures over 100,000 people in 42 countries. The terms of the transaction, which closed ...
September 13, 2005
WASHINGTON, D.C., September 13, 2005 - Forty-six Covington & Burling lawyers practicing in 27 fields were recognized in the 2006 edition of The Best Lawyers in America. The number of Covington lawyers listed increased by over 40% from the last edition. This biennial compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide ...
July 21, 2005
NEW YORK, NY, July 21, 2005 - Covington & Burling advised Emory University in the sale of its emtricitabine royalty interest to Gilead Sciences and Royalty Pharma for $540 million. The royalty interest was sold through means of an auction run by Citigroup Global Markets, financial advisor to Emory University, and is the largest known sale of a royalty stream ...
May 20, 2005
WASHINGTON, D.C., May 20, 2005 - Covington & Burling advised Coty Inc. on the acquisition of Unilever's global prestige fragrance business, Unilever Cosmetics International (UCI). According to the terms of the agreement, Coty will purchase the business for $800 million in cash at the closing. Coty Inc. is one of the largest beauty companies in the world, with ...
May 4, 2005
WASHINGTON, D.C., May 4, 2005 - Covington & Burling partner Robert D. Wick was recognized as one of the top "40 Under 40" lawyers in this week's edition of The National Law Journal. Mr. Wick, resident in Washington, D.C., serves as vice chair of Covington's 200-strong litigation practice group. Mr. Wick was noted for his role in several significant litigation ...
Age Discrimination in Pension Plans
Spring 2004, Annual Conference, Joint Board for the Enrollment of Actuaries
Cash Balance Plans: Dead or Alive?
Spring 2004, Annual Conference, Institutional Investors Institute
Fear Factor: Court Cases Affecting Pension Plans
Spring 2004, Annual Conference, Joint Board for the Enrollment of Actuaries
The Future of Cash Balance Plans
Fall 2003, Southern Employee Benefits Conference
Proposed Regulations on Age Discrimination
Spring 2003, Annual Conference, Joint Board for the Enrollment of Actuaries
Covington & Burling Announces Eight New Partners
October 3, 2002
October 3, 2002 - WASHINGTON, D.C. - Covington & Burling announced that eight attorneys have been elected to the partnership, effective October 1, 2002. New partners in Covington's Litigation Practice include Georgia Kazakis and Edward H. Rippey. Michael S. Labson is a new partner in the firm's Food and Drug and Life Sciences Practices. Erin M. Egan and Jennifer ...
October 3, 2002
October 3, 2002 - WASHINGTON, D.C. - Covington & Burling represented privately-held Decision Systems Technologies, Inc. (DSTI), of Rockville, Maryland, an information technology, engineering, and science solutions provider to federal government clients, in its sale to STG, Inc., an information technology, engineering and professional services firm also serving ...
Covington Represents Aegis Research Corporation in Its Sale to ManTech International Corporation
August 5, 2002
August 5, 2002 - WASHINGTON, D.C. - Covington & Burling represented privately-held Aegis Research Corporation, of Falls Church, Virginia, a leading provider of secrecy, security, intelligence, counterintelligence, computer forensics, intrusion analysis and other enterprise protection strategies and technical services to the national security community, in its ...
June 3, 2002
June 3, 2002 - NEW YORK, NY - Covington & Burling represented USA Interactive (NASDAQ: USAI) in its agreement announced on May 31 to acquire Interval International through the acquisition of its holding company, Interval Acquisition Corp., from Willis Stein & Partners, a Chicago-based private equity investment firm, and other investors. USA Interactive agreed to ...
January 14, 2002
January 14, 2002 - WASHINGTON, D.C. and NEW YORK, NY - Covington & Burling represented Ocular Networks, Inc., a leading next-generation optical solutions company, in its sale to Tellabs Inc., which was consummated today. Tellabs paid an aggregate of $355 million in cash and stock options for privately-held Ocular Networks. Tellabs will retain Ocular’s Reston, ...
Cash Balance Plans: Design, Transition and Legal Issues
Winter 2001, Spring 2000, Fall 1999, American Law Institute - American Bar Association
Highlights of Revised Claims Procedure and SPD Regulations
November 21, 2000, Covington Report
Cash Balance Plans: Current Issues
Spring 1999, Spring 1997, Annual Conference, Joint Board for the Enrollment of Actuaries
Why Cash Balance? Reasons for the Spread of Cash Balance Plans
Spring 1999, ERISA Industry Committee
Hybrid Defined Benefit Plans
Fall 1998, American Society of Pension Actuaries
October 26, 1998, Covington Alert
August 21, 1998, Covington Alert
Winter 1997, Journal of Pension Planning and Compliance
November 30, 1997, The Washington Post
Summer 1997, Journal of Pension Planning and Compliance
Covington’s Employee Benefits and Executive Compensation practice, and individual partners in the practice, are recognized in the following publications:
- The Best Lawyers in America
- Chambers USA - America’s Leading Business Lawyers
- Legal 500 US
- U.S. News and World Report
- Super Lawyers
- Lawdragon and Human Resources Executive, Nation’s Most Powerful Employment Attorneys
- PLC Which Lawyer?
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