2016 Practice Highlights

Behind the headlines of the most talked about deals and cases of today.

Cahill Gordon & Reindel Est. 1919

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Chicago, New York Hotel Owners Challenge Marriott-Starwood Deal — Bloomberg News

Cahill prevailed on behalf of Starwood Hotels & Resorts Inc., Sheraton Operating Corporation, The Sheraton LLC and Westin Hotel Management in litigation brought by Cityfront Hotel Associates LP and Dream Team Hotel Associates that sought to enjoin the pending $13.6 billion merger between Starwood and Marriott International, Inc., which would create the world's largest hotel company. The plaintiffs alleged that the merger would violate area of protection agreements relating to their properties in Chicago and New York.

On June 1, 2016 the Supreme Court, New York County denied Plaintiffs’ motion to preliminarily enjoin the merger and on June 27, 2016 the Appellate Division, First Department, denied Plaintiffs’ emergency application for a temporary stay or injunction of the merger.  

Jesse Ventura’s First Amendment Lesson — Bloomberg News

In 2015, on behalf of 33 media entities and organizations, Cahill submitted a brief, amici curiae, to the U.S. Court of Appeals for the Eighth Circuit in the appeal of an unprecedented award in a defamation suit brought by former Governor of Minnesota Jesse Ventura against Chris Kyle, a former U.S. Navy SEAL and author of the 2012 best-selling autobiography, American Sniper. The suit arose out of a one-and-a-half page passage of Kyle’s book in which he described a bar fight with an individual he identified only as “Scruff Face,” and whom he later publicly confirmed to be Ventura. In August 2014, the trial court awarded former Governor Ventura $500,000 judgment for damages and $1.3 million based on profits purportedly received by Kyle from the sale of his book. Amici argued that the ruling awarding a libel plaintiff profits received from the sale of a book is unprecedented in American history and cannot be reconciled with the common law or the First Amendment.

In 2016, the U.S. Court of Appeals for the Eighth Circuit unanimously reversed the award of profits, recognizing—as Cahill had urged on behalf of amici—that there appears to be no libel case in American history in which such an award of profits had been made.  Companies which signed on to the brief included A&E Television Networks, Buzzfeed, Gannett Co., Hearst Corp., the Motion Picture Association of America, the New York Times Co., Penguin Random House, Time Inc., and the Washington Post.

Ending the Prescribe-Don’t-Tell Charade for Off-Label Drugs — The Wall Street Journal

Cahill litigators prevailed on behalf of drug-maker Amarin Pharma Inc. in a ground breaking challenge to the constitutionality of FDA restrictions of off label promotion of approved prescription drugs.

Cahill’s high profile victory for Amarin in this closely watched case garnered top awards in the legal industry in 2016, including Cahill being named among North America’s most innovative law firms by Financial Times, and the lead partners being named “Litigators of the Week” by American Lawyer magazine and to the National Law Journal’s “Litigation Trailblazers” list.

Western Digital to Buy Memory Chip Maker SanDisk for $19 Billion — The New York Times

Cahill represented the bank financing sources in bank loan and bond issuance transactions totaling $18.1 billion to fund the landmark acquisition of flash memory company SanDisk Corp. by Western Digital, the world's largest storage manufacturer. This deal has been widely reported as the second largest technology sector acquisition announced in 2015.

Coca-Cola Enterprises Agrees to Three-way Bottler Merger — Financial Times

Cahill represented Coca-Cola Enterprises (CCE), one of the world’s largest independent Coca-Cola bottlers, in connection with its combination with Coca-Cola Iberian Partners SA and Coca-Cola Erfrischungsgetränke AG to form Coca-Cola European Partners Plc, a new UK company that is the world's largest independent Coca-Cola bottler based on net revenues. The combined company will serve more than 300 million consumers across Western Europe, with expected annual net revenues of $12.6 billion.

Following completion of the merger in May 2016, Coca-Cola Enterprises shareowners received, for each CCE share held, one share of Coca-Cola European Partners and a cash payment of $14.50 per share. Ordinary shares of the newly formed UK-based Coca-Cola European Partners Plc are now publicly traded on the NYSE and Amsterdam Stock Exchange – the first time ordinary shares of a UK-based company are listed on both exchanges. Ordinary shares of Coca-Cola European Partners plc are also traded on the London Stock Exchange and Bolsa de Madrid (Spanish) stock exchange.

Charter Communications Reaches Deal for Time Warner Cable — The Wall Street Journal

Cahill represented the bank managers in connection with bond issuance transactions totaling $18 billion to fund the landmark acquisition of Time Warner Cable by Charter Communications. The combined company is reported to be the nation’s second-largest cable operator with nearly 24 million subscribers.

Major Flaws Found in Inquiry that Led to Suspension of Public School Therapist — The New York Times

Cahill prevailed for pro bono client Debra Fisher, a public school occupational therapist, who was unlawfully suspended after helping a student with cerebral palsy create a school-approved Kickstarter campaign. After an independent inquiry found the New York Department of Education’s investigation flawed, the Department of Education rescinded Ms. Fisher’s suspension and announced it was overhauling the investigative arm of its disciplinary branch and systematically changing the procedures that produced the flawed charges against Ms. Fisher.

Judge Approves Deutsche Bank Request to Freeze Norwegian Billionaire’s Share in Software Company — Forbes

Cahill prevailed on behalf of Deutsche Bank in defeating a multi-billion dollar lawsuit brought against it in 2008 by Sebastian Holdings, Inc., an offshore investment fund run by billionaire Alexander Vik, asserting numerous claims against the bank with respect to its role as foreign exchange prime broker after the fund incurred substantial losses in its chosen investments. In 2016, the court granted Deutsche Bank’s motion for summary judgment, dismissing Sebastian Holdings’ complaint.

In related lawsuits, Cahill is representing Deutsche Bank in enforcement actions alleging alter ego and fraudulent conveyance claims based on transfers by Vik from Sebastian Holdings to himself and other family-controlled entities, to avoid paying a $300 million judgment to Deutsche Bank ordered by the High Court of Justice in London in 2013 following the Court’s finding that Sebastian Holdings failed to pay 2008 margin calls.

Supreme Court Takes Up Case that Tests Limits on Insider-Trading Prosecutions — Wall Street Journal

In May 2016, Cahill filed an amicus curiae brief in the Supreme Court of the United States in Salman v. United States, a case in which the Supreme Court will decide what the government is required to prove regarding "personal benefit" when it brings insider trading charges against investors who receive material, nonpublic information from corporate insiders.

The issue has divided the U.S. Circuit Courts of Appeal, with the Ninth Circuit holding that it is enough to prove that the insider disclosed material, nonpublic information to a friend or relative, and the Second Circuit holding that the government also must prove the insider received a benefit “of a pecuniary or similarly valuable nature” in exchange for the information. Cahill’s brief argues that the Supreme Court should approve the Second Circuit’s approach in order to preserve the separation of powers between Congress and the judiciary, to provide fair notice to criminal defendants, and to protect market efficiency.

Wall Street Banks to Settle CDS Lawsuit for $1.87 billion — Bloomberg

Cahill represented Barclays Bank plc in the highly publicized Credit Default Swaps (CDS) Antitrust Litigation in federal court in New York, which arose out of investigations by the European Commission and the U.S. Department of Justice concerning whether major banks colluded to limit competition in the credit default swap market in violation of U.S. antitrust laws. The total annual market for CDS is estimated to be valued in the tens of trillions of dollars but fluctuates widely with economic conditions. The massive class action case against fourteen defendants was scheduled for a 2017 trial, however, the parties reached a nearly $2 billion settlement of the action, which was approved by the court in April 2016.