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LEGAL DISCLAIMER: THE RESULTS OF ALL CLIENT MATTERS DEPEND ON A VARIETY OF FACTORS UNIQUE TO EACH MATTER. PAST SUCCESSES DO NOT PREDICT OR GUARANTEE FUTURE SUCCESSES.
4.10.2012
Twenty-eight Apartment Communities Refinanced
McGuireWoods teams in Georgia, North Carolina and Virginia, with local counsel assistance in Nevada, closed the refinance of 28 apartment communities in those four states for affiliated borrowers. The aggregate loan amounts approximated $400 million.
2.13.2012
U.S. Supreme Court Rules in Favor of Firm Client CompuCredit
Los Angeles labor and employment attorneys Matthew Kane, Michael Mandel, Sabrina Beldner and Sylvia Kim have won the dismissal of a California meal-break violations class action brought against the Vistar and Roma Food divisions of client Performance Food Group (PFG). On Feb. 8, 2012, the U.S. District Court for the Central District of California granted PFG’s motion to dismiss the plaintiffs’ second amended complaint on the grounds that California’s meal-break laws and all of the plaintiff’s claims based on alleged violations of those laws are preempted by the Federal Aviation Administration Authorization Act (FAAAA), which expressly preempts state laws that have a significant impact on the routes, services or prices of federally-regulated motor carriers.
The plaintiffs, who are former PFG truck drivers in California, alleged that PFG built its delivery routes to ensure timely delivery and customer service, but did so by imposing delivery windows and other delivery policies that caused “time pressure” which prevented them and other drivers from being able to take meal breaks as ostensibly required under California law. In its motion to dismiss, PFG successfully argued that no factual analysis was necessary to decide the preemption issue because California’s meal break laws facially impose substantive standards regarding the timing, frequency and duration of such breaks on PFG’s operations as a motor carrier, and that those meal break requirements have a significant and prohibited impact on its operations triggering preemption under the FAAAA.
This ruling is one of only two decisions to hold that California’s meal-break laws, as applied to a motor carrier’s truck drivers, are preempted by the FAAAA. In so holding, the court expressly rejected the application of several earlier state and federal trial court decisions which held that the effect of California’s break laws on a carrier’s routes, service and prices is too remote or tenuous for FAAAA preemption to apply. Instead, the district judge relied on and applied a recent September 2011 9th U.S. Circuit Court of Appeals decision holding that the “proper inquiry” for determining if a state law has a “significant” effect for purposes of FAAAA preemption is to consider if it “directly or indirectly, ‘binds the ... carrier to a particular price, route or service and thereby interferes with competitive market forces within the industry.” In applying that “proper inquiry,” the district judge adopted PFG’s arguments and authorities to conclude that California’s break laws require breaks for employees at certain times and of certain lengths, which substantively impact and bind PFG to routes and service it would not otherwise use and/or provide, and are therefore preempted by the FAAAA. Accordingly, the court dismissed the plaintiffs’ action in its entirety with prejudice. In achieving this result, the Los Angeles team had invaluable support from paralegal Rachel Evey.
1.13.2012
U.S. Supreme Court Rules in Favor of Firm Client CompuCredit
In an 8–1 decision, the United States Supreme Court this week ruled in favor of firm client CompuCredit Corporation, upholding the enforceability of a contractual arbitration clause in a credit card agreement. A team of McGuireWoods attorneys served as lead counsel for CompuCredit in the district court and before the U.S. Court of Appeals for the Ninth Circuit, and associated with O’Melveny & Myers and Kirkland & Ellis in Washington, D.C., for the Supreme Court appeal.
The case began as a putative nationwide class action filed in the U.S. District Court for the Northern District of California in 2008. Plaintiffs alleged that CompuCredit violated the federal Credit Repair Organizations Act (CROA) in connection with marketing and servicing a credit card product designed for subprime or underserved consumers. CompuCredit moved to compel arbitration pursuant to the terms of the cardholder agreement, but the district court, adopting a minority view, held that claims brought under the CROA were not subject to arbitration, notwithstanding the “liberal federal policy favoring arbitration agreements” established by the Federal Arbitration Act (FAA). The district court was affirmed by a divided panel in the Court of Appeals for the Ninth Circuit, even though two other circuit courts had previously ruled differently in similar cases.
The Supreme Court reversed, in a opinion authored by Justice Scalia, finding that when Congress “has restricted the use of arbitration in other contexts, it has done so with a clarity that far exceeds the claimed indications in the CROA” and, if Congress meant to do so here, “it would have done so in a manner less obtuse than what respondents suggest.” As such, because the CROA “is silent on whether claims under the Act can proceed in an arbitrable forum, the FAA requires the arbitration agreement to be enforced according to its terms.”
McGuireWoods partners David Hartsell and Susan Germaise led a team of attorneys representing CompuCredit in this matter, including briefing the case before the Supreme Court.
11.22.2011
Los Angeles and Pittsburgh Teams Secure Win for GNC
In a case profiled in National Law Journal, McGuireWoods defeated a motion for class certification in an action brought against General Nutrition Corporation (GNC) in the U.S. District Court for the Central District of California alleging violations of California Civil Code section 1747.08 (the Song-Beverly Credit Card Act).
The Song-Beverly Credit Card Act (the "Act") was intended to stop businesses from gathering and storing unnecessary personal information from their consumers. The California Legislature passed the Act to address two important privacy concerns. First, corporations were needlessly storing consumer information and using it for their own marketing purposes or selling the information to other marketers. Second, store clerks who obtained customers' personal information engaged in acts of harassment and violence.
In 2008, a California appellate court held that for the purposes of the Act, "personal identification information" did not include ZIP codes. However, in 2011, the California Supreme Court rejected that holding and determined that ZIP codes are "personal identification information" under the Act. This decision was handed down on February 10, 2011, and subsequently more than 100 class actions were filed against retailers, including the claim against GNC.
The plaintiff alleged that she purchased items from the defendant's store, using her credit card as payment and that GNC "requested and.or required plaintiff to provide her ZIP code" in connection with the credit card transaction. On September 29, 2011, the plaintiff moved to certify a class of customers, seeking more than $5,000,000 in statutory damages.
In its ruling, the court held that the class definition improperly included individuals who had not suffered a violation of the Act, and that alone was sufficient to deny certification. In addition, while the court found numerosity existed, it held that the plaintiff presented little, if any, evidence and had not established either commonality or typicality. The court further adopted GNC’s position that plaintiff’s claim under the Act is not subject to common proof, rendering class certification improper. Finally, the court determined that plaintiff had not established that proposed class counsel was adequate, based upon counsel's repeated citation to the Ninth Circuit's decision in Dukes v. Wal-Mart, which, as noted by the court, had been famously overruled by the Supreme Court.
The court’s ruling is the first decision of the more than 150 Song-Beverly ZIP code cases that have been filed since February that addresses class certification, and the decision is likely to be relied upon by retailers throughout California.
Coverage was also provided by Law360.
11.2.2011
McGuireWoods Represents Park Sterling Corporation in Acquisition
McGuireWoods client Park Sterling Corporation, the holding company for Park Sterling Bank, completed its acquisition of Community Capital Corporation, the holding company for CapitalBank, on Nov. 1. Park Sterling, a Charlotte-based community bank led by former Wachovia senior executive James C. Cherry, has embarked on a series of growth initiatives to further its plan of becoming a leading financial institution in the Carolinas and Virginia, and this closing was a major step in that plan.
9.23.2011
Summary Judgment Granted for Boeing in Whistleblower Case
The U.S. District Court for the Western District of Washington in Seattle granted summary judgment for Boeing in the latest in a series of Sarbanes-Oxley whistleblower cases McGuireWoods has defended on behalf of the company.
The latest order, in Kim v. Boeing, was significant because the court indicated
that it would not follow the U.S. Department of Labor Administrative Review
The court held that Boeing demonstrated by clear and convincing evidence that Mr. Kim would have been fired even in the absence of any protected activity.
McGuireWoods has now obtained dismissal of six different Sarbanes-Oxley whistleblower cases on behalf of Boeing (one of these is on appeal before the ARB and another is awaiting decision on a petition for a writ of certiorari at the U.S. Supreme Court).
8.24.2011
Victory in 4th Circuit for Pro Bono Client Homeward
The 4th U.S. Circuit Court of Appeals has upheld the dismissal of a case brought against firm pro bono client Homeward, a nonprofit planning and coordinating organization for homeless services in the greater Richmond area. In its suit, ASWAN, an unincorporated association made up of homeless and formerly homeless people, alleged that Homeward and its co-defendants established a homeless services center in a location that was removed from the downtown area of Richmond, thus violating 42 U.S.C. §§ 1983 and 1985(3), the Americans with Disabilities Act, the Equal Protection Clause of the Fourteenth Amendment and the Fair Housing Act. The district court dismissed all of the plaintiff’s claims.
The published opinion of the appeals court touched upon three important issues.
First, in a matter of first impression, the 4th Circuit agreed that the one-year statute of limitations commonly applied to Americans with Disabilities Act cases brought in Virginia is proper.
Second, the court held that the term "services" under the Fair Housing Act should be narrowly construed to include only the types of services commonly provided by municipalities, such as trash collection, not any type of service that touched upon housing.
Finally, and perhaps most significantly, the court held (over a strong dissent) retracting a gratuitous promise does not amount to a discriminatory act or an adverse action, and therefore cannot support a cause of action for retaliation.
8.18.2011
Finkl Team Wins ERISA Anti-Cutback Case in 7th Circuit
McGuireWoods represented the pension plan of A. Finkl & Sons Company in the U.S. Court of Appeals for the 7th Circuit in a lawsuit claiming that the pension plan had violated ERISA's anti-cutback rule and the terms of the pension plan. The plaintiffs claimed that Finkl had an obligation to terminate the pension plan and provide annuities to the plaintiffs while the plaintiffs were still working for the company. The Court of Appeals, affirming the U.S. District Court for the Northern District of Illinois, found that Finkl had no obligation to terminate the pension plan and that the plaintiffs' ERISA rights were not violated.
8.5.2011
Team Represents Dominion Resources in Debt Offering
A team of lawyers recently represented Dominion Resources Inc., one of the nation's largest producers and transporters of energy, in the issuance of $500 million 2011 Series C 4.90% senior notes due 2041.
7.29.2011
Charlottesville Lawyers Win Jury Verdict for Dominion Advertising
McGuireWoods represented client Dominion Advertising in a lawsuit to enforce a promissory note and defend against counterclaims for fraud in the inducement and breach of fiduciary duty. The opposing party was the Chandler Law Group and its two partners, who are prominent personal injury lawyers in central Virginia. After three days of trial, the jury returned a verdict for Dominion Advertising on all counts.
6.24.2011
Washington Litigation Team Wins Significant Victory for Verizon
A McGuireWoods Washington, D.C., Business and Securities Litigation team won on summary judgment a case involving a former human resources officer for Verizon. The plaintiff was responsible for investigating sensitive and significant sexual harassment and discrimination complaints for the company. As such, she had access to many confidential and privileged documents. She alleged that Verizon, through its supervisors, created a racially hostile work environment; discriminated against her because of a disability; discriminated against her under the FMLA; and fired her because of her race. Verizon contended that the plaintiff's problems at work and her termination were based on her failures in handling a high-profile sexual harassment investigation involving a senior official.
In granting Verizon's summary judgment motion, the court ruled that the plaintiff had failed to demonstrate that the alleged harassment was severe and pervasive. With regard to the plaintiff's ADA and FMLA claims, the court adopted Verizon's argument that the plaintiff's arguments were entirely speculative and that Verizon was motivated by the plaintiff's failures in handling the sexual harassment investigation. Finally, the court held that the plaintiff did not advance significant evidence to support her race discrimination claim.
6.14.2011
McGuireWoods Team Headed to the Supreme Court
A team of Consumer Financial Services Litigation attorneys obtained a writ of certiorari from the U.S. Supreme Court on behalf of client CompuCredit Corp. In this putative nationwide class action filed in the U.S. District Court for the Northern District of California, plaintiffs alleged that CompuCredit violated the federal Credit Repair Organizations Act (CROA) in connection with marketing and servicing a subprime credit card product. CompuCredit moved to compel arbitration pursuant to the terms of the cardholder agreement, but the District Court, adopting a minority view, held that claims brought under the CROA were not subject to arbitration. On appeal, the 9th U.S. Circuit Court of Appeals affirmed (in a 2-1 decision that carried a blistering dissent) and openly acknowledged that it was creating a circuit split on the issue (the 3rd and 11th Circuits having previously held to the contrary). The McGuireWoods team then filed a petition for writ of certiorari before the Supreme Court, supported by amicus briefs from the Consumer Data Industry Association and the Defense Bar Institute. On May 2, 2011, the Supreme Court granted certiorari.
6.1.2011
BVT Closes $130 Million Portfolio Sale
McGuireWoods recently represented BVT Institutional Investments in the sale of 10 shopping centers located in Florida, Texas and Georgia. The $130 million transaction was one of the country's largest retail real estate transactions of 2011 and marks the conclusion of McGuireWoods' representation of BVT in connection with its U.S. Retail Income Fund VIII portfolio.
Over the past 10 years, McGuireWoods has represented BVT in the acquisition, financing, and leasing of the "RIF VIII" portfolio, and the firm continues to work with BVT in connection with other active investment portfolios.
5.16.2011
Boeing Victory in SOX Whistleblower Case
The Ninth Circuit Court of Appeals held that the whistleblower provisions in Section 806 of the Sarbanes-Oxley Act of 2002 (SOX) do not protect employee leaks to the media. Rather, the statute’s plain language protects only disclosures made to federal regulatory and law enforcement agencies, Congress and employee supervisors.
After two Boeing employees provided information to a reporter, including internal emails and other internal company documents, the newspaper published an article titled “Computer security faults put Boeing at risk.” The article referenced the information the employees disclosed.
Boeing's internal policy required employees to refer media inquiries to its communications department and prohibited the release of such information without that department’s prior review and authorization. Following an investigation, the company discharged employees for violating this policy. The employees then filed complaints with the Occupational Health and Safety Administration alleging they were retaliated against in violation of Section 806 of SOX, and then pursued their claims before the U.S. District Court for the Western District of Washington.
McGuireWoods, defending Boeing, moved for summary judgment on the grounds, among others, that SOX does not protect complaints and disclosures to the media. The District Court agreed and dismissed the case. On appeal, the Ninth Circuit affirmed.
5.9.2011
McGuireWoods Helps Former Kansas State Football Coach Ron Prince Obtain Settlement
McGuireWoods represented former Kansas State University football coach Ron Prince in a contract dispute with the university that was settled this month. As part of the settlement, Prince is absolved of any wrongdoing involving a contested buyout agreement signed by Prince and the school’s former athletic director Robert Krause.
3.14.2011
Team Represents Dominion Resources in Debt Offering
A team of McGuireWoods lawyers recently represented Dominion Resources Inc., one of the nation's largest producers and transporters of energy, in the issuance of two series of senior notes totaling $900 million. The company issued $500 million of 2011 Series A 4.45% senior notes due 2021, and $400 million of 2011 Series B 1.80% senior notes due 2014.
2.9.2011
Raleigh Litigation Team Secures Defense Verdict for OB-GYN
A 12-person jury in Cartaret County, N.C., returned a unanimous defense verdict after only 38 minutes of deliberation following an eight-day trial. This finally concluded litigation in a medical malpractice action that spanned seven years. The plaintiff, a physician herself, initially sued two OB-GYNs and their practice over surgical complications that led to additional surgeries and a 50-day extended hospital stay. After voluntarily dismissing during the first trial, the plaintiff changed counties, re-filed and proceeded to trial against the practice and the attending surgeon, both clients of the firm. The jury verdict, finding no negligence on the part of our clients, upheld the position throughout that these complications, though serious and rare, are a risk of the procedure.
1.28.2011
Houston Office Receives Favorable Ruling from 5th Circuit Clearing BP Traders of Propane Antitrust Plot
McGuireWoods recently received a favorable ruling from the 5th Circuit affirming the dismissal of a criminal case accusing four ex-BP Products North America Inc. commodities traders of conspiring to manipulate the U.S. propane market. This case was only the second attempted criminal prosecution for manipulation in the long history of the Commodities Exchange Act.
12.31.2010
Illinois Team Wins Motion to Dismiss Case by Deceased Plaintiff
McGuireWoods obtained dismissal of a plaintiff's case and more than $20,000 in sanctions against the plaintiff's counsel after the court found that the plaintiff's counsel continued to pursue and, in fact, settled the case without revealing to the defendants that his client was dead. Initially, plaintiff's counsel claimed that his client had passed away after the settlement had been struck, but further investigation revealed that, in fact, the plaintiff had died months earlier, in March 2009, only 10 days after the lawsuit had been filed. Plaintiff's counsel argued that he was under no obligation to advise the defendants, or the court for that matter, of his client's death. The court disagreed, voided the settlement agreement, dismissed the case, and levied sanctions against plaintiff's counsel, ordering him to personally reimburse defendants for all of their fees and costs incurred, more than $20,000, pursuant to 28 U.S.C. §1927.
12.17.2010
Brussels Team Successfully Represents International Online Gambling Operator in Trademark Infringement Case
McGuireWoods recently represented an international online gambling operator in a trademark infringement case brought before the Court of First Instance of Paris by the group Pari Mutuel Urbain (PMU), which until recently had held a monopoly in France on gambling on horse racing.
Gambling on horse racing in France has been strictly regulated for more than a century, with each type of bet being named and defined by a series of ministerial orders and decrees dating from as far back as 1887. The names and payout terms of these various bets are used throughout the horse racing industry in France to identify such bets and have become generic terms in the French language. One example is the "trio," which consists of selecting three horses in a same race without giving their order of arrival and is payable if the three selected horses occupy the first three places in the race, irrespective of their order of arrival. Other names of bets include the simple, the couple, the quarté+, the quinté, the 2sur4 and the multi, with each name also attempting to immediately indicate to the gambler the nature of the bet being offered. The various bets are also associated with their own color in any form of visual representation. For example, the trio is always represented in an orange title block and the quarté+ is in dark blue. These names and types of bets, offered in the context of a monopoly run by the PMU in France, have therefore become, over time, the general terms in France for such bets.
By the law No. 2010-476 of May 12, 2010, the online betting part of PMU's monopoly on gambling on horse racing in France was opened to competition. Prior to this date and since 2001, PMU had registered the various names of bets as French written trademarks and semi-figurative trademarks. In order to offer online bets on French horse racing, the firm’s client, on its websites, had used the same names (and colors) and conditions of bets as offered by PMU, but with a 5 percent higher payout. PMU claimed this was an infringement of its trademarks, unfair competition and free-riding and took legal action in May 2009.
In its judgment dated Nov. 23, 2010, the Court of First Instance of Paris agreed with the client's argument that PMU had fraudulently registered the names of the bets as trademarks, since the registration as trademarks had been made with the intention of depriving competitors of a mark that was necessary for their business, in an attempt to ensure a monopoly preventing any potential competitor from using the names for operating the relevant types of bets and thus causing prejudice to any competitor by means of an illegitimate legal obstacle, thereby depriving the trademarks of their proper purpose. The court therefore decided to declare as invalid PMU's registration of the names of the bets as written and semi-figurative trademarks, and consequently to dismiss its claim for infringement of such trademarks. The court also dismissed PMU's claim of unfair competition, but did hold that the client's use of the colors associated with each bet constituted free-riding and ordered it to pay modest damages on this count.
12.3.2010
McGuireWoods Obtains Denial of Injunction in Asian Carp Case
McGuireWoods recently represented a coalition of Illinois business trade associations in challenging the efforts of other Great Lakes states to obtain an injunction to force the U.S. Army Corps of Engineers to close the Chicago locks as a means to halt the migration of Asian carp into the Great Lakes.
In a 61-page opinion, Judge Robert Dow of the U.S. District Court for the Northern District of Illinois adopted many of the coalition's arguments in finding that the states had failed to support their motion for preliminary injunction. Dow held that the Corps' decision not to close the locks was not arbitrary and capricious. He further held that the states hadn't proved that continued operation of the locks would constitute a public nuisance, because they were statutorily required to operate the locks for navigation and storm water control, and because the states had not shown there was an imminent danger of the Asian carp entering Lake Michigan or even causing much damage if they did. Dow ruled that the states had not shown that the Corps' current efforts, including construction of electric barriers and other measures, were ineffective in preventing further migration.
McGuireWoods represented the Coalition to Save Our Waterways, which included the Chemical Industry Council of Illinois, the state chamber of commerce, the American Waterways Operators, and other trade organizations concerned about the severe economic impact of closing the Chicago waterway to navigation. The coalition intervened as a defendant, joining the Corps, the Metropolitan Water Reclamation District, the city of Chicago, and the Wendella Boat Company.
11.10.2010
Richmond Trial Team Wins Nuisance and Trespass Case
In 2006, upland developers Boyd Corporation and Ramblewood Forrest LLC broke ground on a 175-home subdivision in Chesterfield County, Va. Despite zoning and permit conditions requiring vigilant sediment controls, the developers allowed 3 million tons of fine clay to brown up and then kill a pristine 3-acre farm pond owned by McGuireWoods' clients Ronald and Joyce Luck. They also increased storm water discharge volume to the point of imperiling the Lucks' dirt dam and emergency spillway, and destroying buffering wetlands.
11.2.2010
McGuireWoods Obtains Summary Judgment for Booz Allen in Conspiracy and Tortious Interference Claims
McGuireWoods obtained summary judgment for defendant Booz Allen Hamilton Inc. in the U.S. District Court for the Eastern District of Virginia on Oct. 25, 2010. Plaintiff Adam Shirvinski had a subcontracting agreement with a third-party contractor to provide configuration management services on what is commonly known as the U.S. Coast Guard's Deepwater Project. Booz Allen also provides support to the Coast Guard on the Deepwater Project. The plaintiff alleged that a Coast Guard employee sent a defamatory e-mail to others about the plaintiff, and that Booz Allen employees engaged in a conspiracy with the Coast Guard to defame the plaintiff and tortiously interfere with his subcontract by causing his removal from the Deepwater Project.
The plaintiff asserted claims against Booz Allen for tortious interference with a contract, tortious interference with a business expectancy, common law conspiracy, and statutory conspiracy pursuant to Virginia Code Section 8.01-499. Judge Trenga dismissed all of the plaintiff's claims against Booz Allen. In granting summary judgment in favor of Booz Allen, Judge Trenga found that the plaintiff's subcontract was terminable at will, and held there was no evidence that Booz Allen and the Coast Guard fabricated reasons to have the plaintiff terminated or that Booz Allen caused the plaintiff's termination through any improper means or illegal or independently tortious conduct. In dismissing the plaintiff's only remaining claim against the Coast Guard, which was a constitutional claim based on the Fifth Amendment, Judge Trenga found that the plaintiff failed to raise a triable issue of fact as to whether he had been effectively barred from following his trade or profession.
10.14.2010
McGuireWoods Secures Jury Verdict for Academic Medical Center
McGuireWoods helped an academic medical center secure a defense verdict following a jury trial of claims relating to the alleged improper administration of the drug Phenergan which led to a patient's vasculitis, compartment syndrome and necrosis of an extremity. The litigation arose from treatment in the center's emergency department during which the plaintiff received three IV injections of the medication also known as Promethazine. The plaintiff claimed that in light of the know dangers of the medication – highlighted in the U.S. Supreme Court case Wyeth v Levin – the hospital should have employed heightened standards advocated by drug safety organizations in order to prevent such injuries.
10.8.2010
McGuireWoods Helps Philips Obtain Summary Judgment in Employment Case
McGuireWoods helped Philips Electronics North America Corporation and its sister company, Lifeline Systems, Co., obtain summary judgment in a Title VII and ADEA case in the Northern District of Georgia. The plaintiff alleged he was discriminated against and subsequently terminated due to his sex and age. In response to the defendants’ motion for summary judgment, the plaintiff abandoned his sex claim and proceeded only on his age claim. Both a magistrate judge and a district court judge found that the plaintiff failed to prove a prima facie case of age discrimination, but even if the plaintiff had, there was no evidence that the defendants’ reasons were pretext for discrimination. Philips Electronics North America is the U.S. arm of Dutch company Royal Philips Electronics, which oversees Philips operations in the United States, Canada and Mexico. Its divisions include consumer electronics, domestic appliances, personal care items, lighting products, and X-ray and ultrasound equipment.
9.20.2010
Environmental Victory in North Carolina Supreme Court
In a seminal decision affecting future development throughout all of western North Carolina, the North Carolina Supreme Court ruled that permanent development can take place immediately adjacent to waters classified as trout streams. McGuireWoods argued the case on behalf of Mountain Air Development, which had proposed to expand its golf course community in Burnsville. Interpreting the trout water variance provision of the state's sedimentation statute for the first time, the Supreme Court ruled that permanent development in such areas was permissible, provided the sedimentation effects were temporary and minimal. The decision reversed a Court of Appeals decision that had virtually stopped all development in the North Carolina mountains.
9.17.2010
SOX Victory for The Boeing Company
An administrative law judge recently dismissed a Sarbanes-Oxley whistleblower complaint filed against McGuireWoods' client The Boeing Company, the world's largest aerospace company and leading manufacturer of commercial jetliners and defense, space and security systems. The judge held that the filing was untimely and the complainant was not entitled to equitable tolling. In a matter of first impression, the judge held that the tolling period started when a letter was delivered to the complainant's private mailbox company, not when the complainant picked the letter up from the mailbox company.
9.13.2010
Firm Represents Dominion Resources, Inc. and Virginia Electric and Power Company in Debt Offerings
McGuireWoods recently represented Dominion Resources, Inc., one of the nation's largest producers and transporters of energy, in the issuance of the $250,000,000 2010 Series A 2.25% Senior Notes due 2015. The team also represented Virginia Electric and Power Company, provider of regulated electric delivery services to millions of homes and businesses, in the issuance of the $300,000,000 2010 Series A 3.45% Senior Notes due 2022.
9.9.2010
McGuireWoods' Summary Judgment Victory for Financial Services Client in Wage and Hour / ERISA Class Action
McGuireWoods' Labor and Employment Department in Los Angeles recently defended one of its financial services industry clients in a wage and hour / ERISA class action regarding several of its employee incentive compensation plans. The ruling by the U.S. District Court for the Southern District of California granted summary judgment in favor of our client on all claims brought by three former financial advisors.
8.19.2010
McGuireWoods Consulting's Illinois Team Helps Scientific Games Win Large State Procurement
McGuireWoods LLP's subsidiary, McGuireWoods Consulting LLC, recently helped New York-based Scientific Games Corp. win an $89.8 million procurement contract with the Illinois Gaming Board to provide a 24-hour communications network linking all video gambling devices to a central state computer system. Scientific Games is a global provider of gaming solutions to the multibillion-dollar lottery and pari-mutuel racing industries. The deal was mentioned in an article published Aug. 16 in Crain’s Chicago Business about the arrival of video gambling in Illinois bars.
7.15.2010
McGuireWoods Represents Compass Group in Acquisition
McGuireWoods recently represented Crothall Services Group, a subsidiary of Compass Group USA, Inc., in the acquisition of Southeast Service Corporation, a privately held facilities management services company. The acquired company's ESOP, its largest shareholder, and its other shareholders approved the merger with a wholly owned subsidiary of Crothall Services Group on June 7, 2010, for an acquisition price of $65 million plus earn out.
7.15.2010
Rubicon Technology Closes $90 Million Offering
On June 21, 2010, Rubicon Technology, Inc. closed a $90 million offering consisting of $65 million in primary shares and $25 million in secondary shares. The offering was underwritten by UBS Investment Bank and Canaccord Genuity. The proceeds from the primary offering are being used to expand Rubicon's crystal growth and post crystal growth manufacturing facilities. McGuireWoods served as special counsel on the primary deal, and as counsel to the selling stockholders in the secondary offering.
6.24.2010
Firm Represents Virginia Public School Authority in Competitive Sale of Qualified School Construction Bonds
McGuireWoods represented the Virginia Public School Authority (VPSA) to finance school energy projects in 18 localities through the competitive sale of $73 million qualified school construction bonds. VPSA obtained very favorable pricing, allowing the borrowers to get a zero interest rate financing. We added value by working with VPSA and its financial advisor to simplify and streamline the redemption provisions relating to the bonds to make them less complicated and more attractive to bidders of tax credit bonds.
6.15.2010
Patent Team Negotiates Settlement for KSD Enterprises LLC
McGuireWoods patent litigators from Tysons Corner recently defended KSD in a make-or-break-the-company case. Shortly after the first depositions and expert reports, we negotiated a settlement agreement. KSD Enterprises, LLC of Clarksburg, W.Va., makes Methane Exhausters, which remove methane from coal mines and landfills. The exhausters can make coal mines safer and landfills cleaner, generate electricity from the methane they’re removing, and even generate revenue from carbon credits. In December 2009, KSD was sued for patent infringement, contributory infringement, and inducement of infringement, as well as breach of contract and conversion of assets.
6.2.2010
Trial Victory for Boeing on Sarbanes-Oxley Whistleblower Claims
After a two-week trial in August 2009, McGuireWoods recently obtained a decision on behalf of the Boeing Company in a Sarbanes-Oxley whistleblower case. In the 46-page opinion, the administrative law judge sided completely with the Boeing Company on all three contested points, holding that the complainant failed to prove that equitable tolling should apply to his case; failed to demonstrate the existence of a hostile work environment; and failed to prove that his allegations were protected activity under the statute. The third point was hotly contested and represents a matter of first impression in Sarbanes-Oxley whistleblower cases.
This is the latest in a string of McGuireWoods' Sarbanes-Oxley whistleblower victories. The firm obtained two dismissals by OSHA investigators following submission of position statements – one dismissal by an administrative law judge on summary adjudication, and two dismissals on summary judgment by the U.S. District Court; and it is currently defending two cases in the investigation stage, and two on appeal to the 9th Circuit.
3.29.2010
McGuireWoods Represents the Civil War Preservation Trust in Partition Suit
McGuireWoods tried a partition suit in Amelia County, Va., Circuit Court for the Civil War Preservation Trust. The trust sought to acquire outstanding interests in property it had purchased in Amelia County. The entire tract will be donated to the Commonwealth of Virginia to enlarge the Sailor's Creek Battlefield Historical State Park. The firm represented the trust on a pro bono basis.
3.15.2010
Final Dismissal for Homeward
U.S. District Court Judge Payne in Richmond, Va., accepted the recommendation from a magistrate and dismissed, with prejudice, a case brought against Homeward, an organization that provides coordinating services to providers of homeless services, and co-defendants the City of Richmond and Virginia Commonwealth University. The case involved allegations of conspiracy to violate the plaintiffs' civil rights, as well as violations of the Americans with Disabilities Act and the Fair Housing Act.
2.18.2010
McGuireWoods Obtains Dismissal for Homeless Services Organization
McGuireWoods recently obtained a favorable decision from the U.S. District Court in the Eastern District of Virginia recommending that a case filed against its client, Homeward, be dismissed. The case was filed by the Central Virginia Legal Aid Society on behalf of a citizens group against Virginia, the City of Richmond, and Homeward—a planning and coordinating organization for homeless services in the greater Richmond region.
The plaintiffs claimed the parties conspired to remove homeless and disabled people from downtown Richmond. McGuireWoods represented Homeward on a pro bono basis. Magistrate Judge Hannah Lauck agreed with the defendants' arguments that the claims were time barred and the plaintiffs failed to come forward with any evidence showing a conspiracy. She recommended the case be dismissed. Homeward Executive Director Kelly King Horne wrote that the McGuireWoods attorneys "demonstrated a high level of professionalism and dedication in their work on Homeward's behalf, and in their dealings with the plaintiffs and the other defendants in the suit."
2.10.2010
McGuireWoods Wins Key Patent Trial for Wireless Carriers
McGuireWoods obtained dismissal on summary judgment of two Sarbanes-Oxley whistleblower cases on Feb. 9, 2010. The cases involved two internal IT-SOX auditors who were fired after leaking information to the media. The plaintiffs claimed they had been terminated for their alleged protected activates in violation of the Sarbanes-Oxley Act, and that speaking to the media was a protected activity. OSHA agreed with the plaintiffs that speaking to the media was a protected activity.
As a result of these complaints, the SEC opened an investigation of Boeing's practices. The judge disagreed with OSHA and the plaintiffs, holding, as a matter of first impression, that speaking to the media was not a protected activity, and that plaintiffs could not prove that the reason for terminating them was pretextual. The result followed an extensive and contentious discovery period and cross motions for summary judgment. These are two of five SOX whistleblower claims McGuireWoods is handling for Boeing.
12.15.2009
McGuireWoods Wins Key Patent Trial for Wireless Carriers
An Richmond federal jury took less than two hours on Dec. 14, 2009, to rule in favor of McGuireWoods’ client Verizon Wireless, and several other wireless carriers in a massive patent infringement case. The jury ruled the wireless carriers did not violate a patent by selling wireless aircards, and it declared that the dialing technology patent at the center of the suit – held by DNT – was invalid. DNT was seeking $174 million in damages in the original lawsuit filed in the Richmond Division of the U.S. District Court for the Eastern District of Virginia. The McGuireWoods team successfully argued that the aircards, which plug into laptop computers and enable users to access the Internet, relied on different technology than the dialing technology patent first filed in 1990.
12.9.2009
London Office Provides Cross-Border Advice to Elcoteq SE in €100,000,000 Multicurrency Revolving Bridge Facility
Elcoteq SE (Elcoteq, ELCAV at NASDAQ OMX Nordic and www.elcoteq.com), one of the leaders in the electronic manufacturing services industry and the communications technology field, has entered into a €100,000,000 facility agreement to refinance its original €230,000,000 agreement. The new facility agreement will mature at the end of April 2010.
The new credit facility is with the same bank syndicate and is designed to cover the period during which Elcoteq is expected to finalize the equity project to strengthen its balance sheet. Negotiations for a new long-term financing will commence in the near future.
The advisory team was led by partner Jura Junnila, primarily assisted by associate Josefin Lonnborg, with additional support from associate Claire Martin (all International, London). Junnila and his team provided Elcoteq with the English law advice and supported them on their Finnish law needs. A team from New York, led by partner James Gelman, and assisted by associates Airi Tozaki and Brooke Skartvedt (all Capital Markets), provided Elcoteq with advice in respect of their U.S. law requirements.
“It has been a great project for McGuireWoods to be involved in – providing Elcoteq with a seamless service across a number of jurisdictions to achieve refinancing in very challenging market conditions,” Junnila said.
“To me, it confirms our capabilities in this field and is the proof that our merger in May with our new American partners allows us to answer the call of our clients to serve them in jurisdictions where their needs arise. This is a perfect example of how our cross-border legal and language skills provide client support in a key deal such as this. It also indicates there is renewed confidence in business prospects for 2010 – not only has the tunnel been found, but the light in it is shining brightly,” Junnila added.
Advisers to the bank syndicate were Norton Rose.
12.8.2009
McGuireWoods Serves as Bond Counsel for ARRA School Tax Credit Bonds
McGuireWoods recently served as bond counsel to the
Virginia Public School Authority (VPSA) in a $61,120,000
pooled qualified school construction bond issue – a new type
of tax credit bond authorized under the American Recovery
and Reinvestment Act of 2009 (ARRA). VPSA's qualified
school construction bonds do not pay interest in cash.
In lieu of interest, the bondholders receive annual tax
credits against their federal income tax liability.
This is the first issuance of qualified school construction
bonds in Virginia.
The bonds finance loans to seven Virginia localities for the
construction or renovation of public school buildings. These
localities include the cities of Lexington, Lynchburg,
Petersburg, and Portsmouth; and the counties of Fluvanna,
Montgomery and Richmond. Due to Virginia's strong credit
rating, VPSA sold the bonds at the lowest cost for any
comparable qualified school construction bonds issued
anywhere in the United States. Goldman, Sachs & Co.
served as the underwriter for the bonds.
12.3.2009
McGuireWoods Secures Dismissal for Firm Client
After seven years of litigation, a federal district judge in Houston, Texas, has dismissed McGuireWoods LLP’s client The Toronto-Dominion Bank from a massive class action lawsuit filed by shareholders of the failed Enron Corporation.
In a decision announced Wednesday, Toronto-Dominion, along with several other banks, were dismissed from the lawsuit that was filed by Enron shareholders in 2002, in the wake of the Enron collapse. Approximately two dozen banks were originally named in the suit, and all had dealings with the energy company. Several of those banks had previously settled their cases, with some of them paying several billion dollars each.
10.2.2009
Pittsburgh Lawyers Obtain Victory Over Anti-Mining Ordinances
McGuireWoods recently obtained a favorable ruling in a lawsuit brought on behalf of two coal producers that challenged several ordinances enacted by a municipality in western Pennsylvania.
The municipality enacted an ordinance that declared corporations and other limited liability entities would not be considered “persons” within the municipality, and therefore would not have the constitutional and other legal rights usually afforded to corporations. The municipality also enacted an ordinance that prohibited corporations from engaging in any mining activity within the municipality. If enforced, this ordinance would have prohibited the plaintiffs from mining a large coal reserve located partially within the municipality.
The municipality enacted another ordinance that permitted the municipality to require any corporation to identify all of its related entities, and then identify every instance in which the corporation and its related entities had actually violated, or were merely alleged to have violated, any law. If a corporation or any of its affiliates had committed three or more actual or alleged violations of law over the last 20 years, the ordinance purported to ban the corporation from doing business within the municipality.
McGuireWoods prepared and filed a complaint against the municipality that asserted numerous constitutional claims, including claims for violation of the contracts clause, violation of the commerce clause, and a takings claim. The complaint also sought a declaration that the ordinances were unconstitutional and unenforceable. The complaint asserted that the anti-mining ordinance was preempted by state law that placed exclusive jurisdiction over mining operations in the hands of statewide agency.
The municipality responded to the complaint by filing a motion to dismiss, arguing that the plaintiffs lacked standing to challenge the ordinances because one of the ordinances provided that these corporate entities were not “persons” who possessed constitutional rights and therefore could not sue.
McGuireWoods successfully defeated the motion to dismiss, then filed a motion for judgment on the pleadings. The court granted the motion for judgment on the pleadings in its entirety, and declared that the challenged ordinances were void and unenforceable. The team included partner Len Marsico; associates Kevin Batik and Matthew Monsour; and paralegal Anne Muhl (all Complex Commercial Litigation, Pittsburgh).
9.28.2009
McGuireWoods' Atlanta Office Assists Client with Certificate of Need for Home Health
McGuireWoods recently assisted Duluth Medical Home Health with obtaining a Certificate of Need for a new home health agency dedicated to the Asian population. The State of Georgia recognized an exception under the general rules and criteria in granting the certificate.
9.17.2009
L.A..Charlotte Team Obtains Summary Judgment in Construction Defect/Product
Liability Case for Specialty Chemical Company
On Sept. 8, 2009, McGuireWoods appeared in the County of
Georgetown South Carolina Court of Common Pleas and argued a
motion for summary judgment on behalf of our client Lubrizol in
a construction defect and product liability case alleging $1
million in damages. The court accepted our arguments that there
were no material facts that needed to be submitted to the jury,
and it granted our motion for summary judgment.
As a result of our efforts, Lubrizol will be dismissed from
this action and will not have to attend the trial currently
scheduled for November. McGuireWoods represents Lubrizol and its
division Temp Rite as national litigation consultant and
litigation counsel in cases in the United States and Canada.
Lubrizol is an innovative specialty chemical company that
produces and supplies technologies to the global transportation,
industrial and consumer markets.
8.7.2009
McGuireWoods Secures Jury Verdict for BP Solar International
McGuireWoods achieved a significant jury verdict on behalf of BP Solar International Inc. in Circuit Court for Frederick County, Md. BP Solar proved to the jury that MEMC Electronic Materials Inc. and MEMC Pasadena Inc. had breached a three-year supply agreement for MEMC to provide BP Solar with silicon powder, a key raw material in its manufacture of solar modules. At the conclusion of a two-week trial, the jury awarded BP Solar nearly $9 million in damages.
Over the course of the two-year litigation, MEMC repeatedly
denied that it had formed a contract with BP Solar, and denied
that the MEMC employee who reached the agreement had authority
to bind MEMC, despite the fact that BP Solar did business with
the individual and MEMC for nearly 10 years. BP Solar is the
first customer to achieve a jury verdict against MEMC for claims
related to the breach of a supply contract for silicon raw
materials.
7.21.2009
McGuireWoods Represents PNC Capital Markets, LLC and PNC Bank in Connection with Sale of Fixed Rate Bonds for Sibley Memorial Hospital
McGuireWoods represented PNC Capital Markets, LLC as
underwriter’s counsel and PNC Bank, N.A. as bank counsel in
connection with the sale of $63,000,000 District of Columbia
Hospital Revenue Bonds (Sibley Memorial Hospital) Series 2009.
Sibley Memorial Hospital will use the proceeds from the sale of
the bonds to finance the costs of construction of a new medical
building and parking garage on its 21-acre campus in Northwest
Washington, D.C. This was the first time in the public market
for the hospital, which is rated “A” by S&P and “A2” by Moody’s.
7.15.2009
McGuireWoods Advises Sprint on $4.5 Billion Managed Services Agreement with
Ericsson
McGuireWoods recently advised Sprint on an innovative network
services deal with Ericsson. Under the seven-year “Network
Advantage” agreement, valued between $4.5 billion and $5
billion, Ericsson will provide day-to-day network services
management of Sprint’s wireless and wireline networks; while
Sprint retains control of its network assets, network strategy
and investment decisions. The transaction calls for
approximately 6,000 Sprint employees to begin performing their
network functions as Ericsson employees sometime in the 3rd
quarter of this year. The McGuireWoods team that advised Sprint
included managed services specialists in two offices, and
supported Sprint’s internal legal team on commercial, data
security, intellectual property and employment aspects of the
transaction.
6.18.2009
Labor and Employment Attorneys Score for Leading Global Client
McGuireWoods recently secured a significant victory for a leading global client. The plaintiff filed a class action lawsuit against the defendants alleging violations of numerous procedural requirements imposed by the federal Fair Credit Reporting Act (FCRA). The plaintiff alleged that the defendants failed to follow various FCRA requirements when they requested and obtained a criminal history background check on him from the Virginia State Police, Central Criminal Records Exchange (CCRE) when they terminated his conditional offer of employment based on the results of his criminal history report obtained from the CCRE.
McGuireWoods filed a motion to dismiss the class action
lawsuit, and argued that the CCRE was not a "consumer reporting
agency" as defined by the FCRA, and that because the defendants
never obtained a "consumer report" regarding the plaintiff from
a "consumer reporting agency," the FCRA was not applicable to
the case. This was an issue of first impression for the court,
and the judge agreed with the defendants' argument. He granted
the motion to dismiss and dismissed the putative class action in
its entirety, with prejudice.
6.19.2009
Labor and Employment Team Secures Summary Judgment for Leading Plumbing, Heating, Air Conditioning Supplies Distributor
McGuireWoods recently secured a precedent-setting victory for
a leading mid-Atlantic plumbing, heating and air conditioning
supplies distributor. The plaintiff, a former truck driver,
filed a claim in state court claiming that his termination for
numerous accidents and injuries was retaliation for his filing
workers compensation claims. The case was removed to federal
court where summary judgment was granted.
The judge agreed with our argument that the plaintiff failed
to establish a prima facie case of retaliation. The court made
it clear that the act of filing a workers compensation claim
alone did not create a cause of action. The court adopted our
language when it informed the plaintiff that he was "wrong" to
argue otherwise. The court agreed that the company had the right
to adopt a new safety policy and apply its provisions
retroactively to accidents that occurred before the policy was
implemented. The opinions of supervisors who were not decision
makers as to whether they thought the policy was retroactive was
speculation, because they were not charged with the policy's
implementation. The court agreed that other arguments of the
plaintiff were "unreasonable."
5.22.2009
Ed’s Easy Diner is First Deal Served Up by McGuireWoods London LLP’s M&A Team
A team of corporate lawyers from our London office recently advised firm client Rankvale Hospitality Limited on its acquisition of the entire share capital of Moncorvo Limited, the Jersey-registered holding company of the UK-based group of companies that owns the popular restaurant chain Ed’s Easy Diner. The acquisition, that was finalized earlier this month, is the first M&A transaction completed by McGuireWoods London LLP, following our May 1, 2009, merging of operations with the London law firm Grundberg Mocatta Rakison LLP.
Ed’s currently has three “American diner” restaurants – two
in the heart of London’s fashionable West End, in Old Compton
Street in Soho and the Trocadero centre on Rupert Street; and
one in the Bluewater shopping centre. Ed’s was acquired by a
management buy-in team led by Peter Featherman, and backed by
Rankvale, from the family trust of Barry Margolis, its late
founder. Transaction terms were not disclosed.
4.22.2009
McGuireWoods is First to Market on "Build America Bonds" Offering: Closes First Public Offering for the University of Virginia
A team of Capital Markets lawyers recently closed the first public offering of Build America Bonds (BABs) for the University of Virginia in Charlottesville, Va. BABs are new bonds authorized under the American Recovery and Reinvestment Act of 2009, and the university was the first issuer in the United States to get to market with a $250 million AAA-rated offering that will fund its new capital expenditures.
McGuireWoods served as bond counsel to the university, and JP
Morgan was the lead underwriter. The pricing of the bonds was
highlighted in the April 16, 2009, issue of the Bond Buyer.
4.20.2009
840,000,000 TALF-Eligible Securitization Closed for CarMax
McGuireWoods closed an $840,000,000 registered public offering of asset-backed notes for CarMax on April 14, 2009. The notes were structured as "eligible collateral" for loans under the Federal Reserve Bank of New York's Term Asset-Backed Securities Loan Facility.
The TALF program is intended to help make credit available to
consumers and businesses on more favorable terms by facilitating
the issuance of asset-backed securities and improving ABS market
conditions. The CarMax transaction was among the first TALF-eligible
transactions and the largest offered in connection with the
April TALF subscription date.
3.30.2009
McGuireWoods Secures Certificate of Need Approval for Three Rivers Home Health-Treutlen
Three Rivers Home Health Services-Treutlen received
certificate of need approval from the Georgia Department of
Community Health, Division of Health Planning on March 24, 2009.
With this approval, Three Rivers will be able to expand its home
health service area to include nine additional counties in south
Georgia. McGuireWoods partner Victor Moldovan and counsel Shay
Bowen (both Health Care, Atlanta) represented Three Rivers in
this victory.
3.20.2009
McGuireWoods Represents Baltimore City in $25 Million Bond Deal
McGuireWoods recently represented Baltimore City in the
issuance of approximately $25 million in tax increment financing
(TIF) bonds to finance a portion of a $1.8 billion redevelopment
project in East Baltimore. (Baltimore City pledged the tax
revenues expected to be derived from increases in the taxable
value of the property to pay debt service on the TIF bonds.)
McGuireWoods helped develop a complicated yet innovative
financing structure that leveraged the bond proceeds to create
an additional approximately $3.7 million of New Markets Tax
Credit equity for the benefit of East Baltimore Development,
Inc., a city-created, nonprofit developer.
3.5.2009
Firm Secures Appeal of No Penalty Enforcement Action for CSX
McGuireWoods recently defended the appeal of an Illinois
Pollution Control Board decision refusing to issue a penalty
against CSX (one of the nation's leading transportation
companies, providing rail-based transportation services) for
certain environmental violations. The Illinois Attorney
General's Office had appealed the board's decision - made on
cross motions for summary judgment - that CSX violated the
Illinois Environmental Protection Act with respect to an oil
spill in its East St. Louis yard. But because CSX acted promptly
to remediate the spill, no penalty was warranted. The 5th
District Illinois Appellate Court affirmed the board's decision,
rejecting the attorney general's claim that the board improperly
failed to provide a requested hearing on the penalty issue. The
court held, as CSX argued, that the board correctly ruled there
were no issues of material fact with respect to the penalty.
1.20.2009
McGuireWoods Jury Verdict One of the "Largest Verdicts of 2008"
The June 2008 jury verdict that McGuireWoods partner Jim
Neale, associate Meghan Cloud and paralegal Marie Wener (all
Charlottesville) won for the estate of an employee of General
Electric on their counterclaim (in addition to their defense
verdict on plaintiff's wrongful death claim) was again featured
in Virginia Lawyer's Weekly, this time as one of Virginia's 15
largest 2008 jury verdicts.
1.12.2009
McGuireWoods Litigation and Insurance Team Wins Ground-Breaking Settlement
After an eight-year fight, just one day before trial regarding a power lineman who fell from a flaming bucket truck, McGuireWoods earned a settlement for the lineman, consummated Jan. 8, 2009. The lineman is ensured of annual earnings surpassing his last working wage, lifetime benefits, plus the cash to pay off his house and bills.
In 2000, the 20-year lineman fell 30 feet from a flaming
bucket truck, sustaining injuries leading to 15 surgeries. The
aerial lift manufacturer had failed to warn of a dangerous
conductive test band it installed on an otherwise-insulated
portion of the boom. A firm client asked McGuireWoods to settle
the lineman's claim on contingency. The road grew rocky when the
principal defendant, a tool company, declared bankruptcy and the
trustee disvowed successorship to the machine's manufacturer.
Two insurance companies standing in on the debtor's defense
rejected a $600,000 plaintiiff's demand, and later balked at
discovery duties.
When three court-ordered mediations failed, a McGuireWoods
litigation and insurance team persuaded an Indiana federal judge
to apply the forum law of comparative negligence, to sanction
the defense for myriad spoliation and discovery violations,
including one of the most expansive "contumacious conduct"
decisions ever, and to issue two evidentiary rules of first
impression in the 7th Circuit.
12.15.2008
McGuireWoods Closes Financing for Merger of Two Trash Giants
The firm recently closed two syndicated transactions led by
Bank of America, N.A., with $2.75 billion in aggregate exposure
used to finance the Republic Services, Inc. acquisition of
Allied Waste Industries. This $4.5 billion merger joins the
second and third largest players in the non-hazardous solid
waste services industry.
10.22.2008
Pittsburgh Bankruptcy Team Secures Watershed Ruling Before 3rd Circuit
McGuireWoods recently obtained a favorable result from the Court of Appeals for the 3rd Circuit on behalf of Skinner Engine Co., Inc. The decision affirmed Skinner’s right to be a chapter 11 debtor, and preserves the right of all chapter 11 debtors to confirm liquidating plans. This is a watershed ruling for companies with significant asbestos liabilities, because those companies now may file liquidating plans over the strong objections of their insurance companies. When confirmed, Skinner’s plan could herald the next wave of asbestos bankruptcies in which non-operating debtors with significant asbestos liabilities can offer a distribution to asbestos creditors and non-asbestos creditors.
Until the mid-70s, Skinner manufactured ship engines and engine parts allegedly containing asbestos. During the 1980s, it was named a defendant in a number of lawsuits filed by merchant mariners who alleged exposure to asbestos. In 2003, Skinner ceased operations and sold substantially all of its assets. Skinner’s insurance policies, with aggregate policy limits in excess of $140 million, are its last valuable asset.
Lead counsel for the dozen insurance companies contesting Skinner’s bankruptcy case were Seth Waxman (argued), former Solicitor General of the United States, and Craig Goldblatt of WilmerHale LLP. The insurance companies argued that because Skinner has no on-going operations, Skinner’s chapter 11 case could serve no valid bankruptcy purpose and should be dismissed.
As the 3rd Circuit noted in its opinion, which affirmed the
decisions of the Bankruptcy Court and District Court, the
confirmation of Skinner’s pending plan of liquidation represents
the only means by which it can make distributions to its trade
and asbestos creditors -- more than 30,000 of whom have sued
Skinner for injuries from asbestos exposure and “on this basis
alone [Skinner] has satisfied [its] burden to show that [its]
chapter 11 case” serves a valid bankruptcy purpose.
9.4.2008
McGuireWoods Obtains Full Concession from IRS in Pro Bono Tax Case
Representing a pro bono client on behalf of The Community Tax
Law Project, a 501(c)(3) organization representing low income
taxpayers, we obtained a full concession by the IRS less than
one week before a tax case was to be tried in U.S. Tax Court. We
established that a father was entitled to a dependency exemption
for his son, even though he did not have physical custody for
more than half the year. The IRS agreed that the fact that the
child's mother illicitly obtained a court order granting her
temporary custody when she was only entitled to visitation
rights under a prior court order establishing custody, should
not negatively impact tax benefits due to the father under the
original order.
8.7.2008
D.C. Superior Court Dismisses $42 Million Case Against AOL
The D.C. Superior Court dismissed a $42 million complaint against AOL LLC on July 30, 2008. In January, the plaintiff filed a private attorney general action against AOL pursuant to the D.C. Consumer Protection Procedures Act (DCCPPA).
The plaintiff, who purportedly acted on behalf of more than
28,000 unnamed AOL consumers in D.C., alleged that AOL violated
the DCCPPA by failing to inform each of its D.C. dial-up
Internet service subscribers of alternative plans and prices.
The plaintiff, a D.C. resident, never subscribed to AOL's
dial-up service, and sought more than $42 million in
compensatory, punitive, and statutory damages, in addition to
attorneys’ fees. McGuireWoods moved to dismiss the complaint on
the grounds that the plaintiff lacked constitutional standing to
bring his claim, because he did not suffer any injury. The court
agreed, and dismissed the case.
8.4.2008
McGuireWoods Obtains Defense Verdict for Chrysler
A Richmond, Va., jury recently returned a defense verdict for
McGuireWoods client Chrysler LLC in the case of William Ring v.
Alfa Laval et al. McGuireWoods’ trial team on the case also
secured a directed verdict for client Ford Motor Company, at the
conclusion of the plaintiff's evidence in this mesothelioma
claim brought by the Simon Eddins firm. All other defendants
settled prior to trial.
7.10.2008
McGuireWoods Assists Dominion in Sale of Two Natural Gas Utilities for $910 Million
McGuireWoods represented Dominion in entering into an
agreement to sell its Dominion Peoples and Dominion Hope natural
gas distribution companies to Babcock & Brown Infrastructure
Fund North America (BBIFNA), a San Francisco-based
infrastructure fund that owns and manages utilities and other
infrastructure assets, for $910 million, subject to changes in
working capital and levels of capital expenditures. The
transaction is expected to close in 2009. It is subject to
regulatory approvals in Pennsylvania and West Virginia, as well
as clearance under the federal Hart-Scott-Rodino Act and the
Exon-Florio provision of the Omnibus Trade and Competitiveness
Act.
7.7.2008
SEC No Action Letter for Emeriti Retirement Health Solutions
McGuireWoods recently obtained a no action letter from the
SEC for Emeriti Retirement Health Solutions. The Emeriti program
enables colleges and universities to offer employees a way to
invest and accumulate assets during working years with a tax
advantage, to help pay for medical costs in retirement. The no
action letter allows Emeriti to make changes in its (pre-age 65)
health insurance program without losing the benefit of a prior
no action position from the SEC.
7.7.2008
McGuireWoods Jury Verdict Lead Story in Lawyers Weekly
The statewide publication Virginia Lawyers Weekly prominently
featured a McGuireWoods jury verdict in last week’s edition.
"Defendant in Fiery Wreck Gets $1M on Counterclaim" detailed the
recent case in which McGuireWoods tried and obtained a defense
verdict on plaintiff's claim against our clients General
Electric and its employee. The $1 million jury verdict was won
on behalf of our individual client on a wrongful death
counterclaim.
6.26.2008
McGuireWoods Advises Esmark Incorporated with $1.25 Billion Merger Transaction
Esmark Incorporated, one of the world's fastest growing steel
services companies, has entered into a definitive merger
agreement to be acquired by OAO SeverStal for $19.25 per
share—representing an overall transaction including debt valued
at approximately $1.25 billion. McGuireWoods is a legal and M&A
advisor to Esmark for the transaction. The offer and related
transactions contemplated by the merger agreement are subject to
the satisfaction of customary closing conditions. In addition to
the merger agreement, SeverStal has entered into an agreement to
purchase Esmark’s aggregate $110 million term loan facilities
from Essar Steel Holdings Limited.
6.17.2008
Appellate Court Affirms Dismissal for Harmony Health Plan of Illinois Inc. and Amerigroup Illinois Inc.
On May 15, 2008, the Illinois Appellate Court found that
reimbursements made by Medicaid Managed Care Organizations
Harmony Health Plan of Illinois Inc., and Amerigroup Illinois
Inc. to emergency medical service providers were in accordance
with federal and state law, as well as the parties' agreements
as Medicaid payers and providers.
The putative class action was brought by non-participating
providers of emergency medical services seeking to be paid their
significantly higher billed charges, rather than the Illinois
Medicaid rate. The court affirmed the dismissal of the action,
ruling that a contrary decision would risk the “extinguishment”
of the managed care organizations. The decision is important for
the managed care sector, because it addresses disputes that have
arisen around the country between non-participating providers
and managed care entities. In particular, the court held that to
allow providers the right to receive their billed charges would
negatively impact the Medicaid program.
6.16.2008
Jury Verdict for General Electric in Wrongful Death Claim
McGuireWoods won a jury verdict for GE and the estate of one of its employees following a three-day trial in Virginia. The case involved a well publicized head-on collision on I-64, where a GE employee was one of two drivers involved. Both drivers died. We defended GE and the estate of its employee against the wrongful death claim that was filed by the adverse driver.
We also filed a counterclaim on behalf of the employee’s
estate, against the adverse driver. Prior to the verdict, the
team won motions dismissing a punitive damages count,
transferring venue, excluding the plaintiffs' expert
toxicologist and medical examiner, and winning a negligence per
se finding as a matter of law. Despite three eyewitnesses to the
accident whose testimony supported the adverse driver, the jury
found in favor of GE on all claims, and awarded our client on her counterclaim, after just a few hours of
deliberations.
6.16.2008
Transaction Completed for Foley Products Company
McGuireWoods recently represented Foley Products Company, the
largest supplier of precast concrete manholes in the southeast
United States, in its acquisition of Vulcan Materials Company's
interests in Columbus Quarry, LLC.
6.16.2008
Charlotte Team Wins Motion to Dismiss for Smithfield
McGuireWoods convinced a federal judge in the Eastern
District of North Carolina to dismiss an insurance coverage
lawsuit filed by an insurance company against several Smithfield
affiliates. The insurance company sued the Smithfield companies
in North Carolina seeking a ruling that it owed no coverage for
a nuisance lawsuit filed in Missouri state court. The judge's
ruling means that Smithfield can litigate the insurance coverage
issues in Missouri state court, where the underlying nuisance
lawsuit is pending.
6.16.2008
Chicago Team Assists Global Oilfield Services
McGuireWoods closed the formation and financing of Global
Oilfield Services, Inc. and the acquisition of operating
companies in Venezuela, Mexico, Peru and the United States.
Financing was done as a private placement involving investors in
several foreign countries, as well as the United States. Global
expects to make additional acquisitions in the oilfield services
sector.
6.16.2008
Jury Trial Results in Major Victory for Bombardier Capital Inc.
McGuireWoods achieved a jury trial victory for Bombardier
Capital Inc. (BCI). We represented BCI as the plaintiff in a
lawsuit against two former managerial employees who had stolen
documents and sold them to a plaintiffs’ firm that was suing BCI
in a class action pending in New York. After a four-day jury
trial, the jury found in BCI’s favor on every count.
It found for BCI on its claims for breach of contract, breach
of fiduciary duty, civil theft, conversion, and conspiracy. In
addition, we assisted with BCI’s fight in New York to obtain
documents, pursuant to a third-party subpoena, from the
plaintiffs’ firm that bought the stolen documents from the two
former employees. One of the documents received pursuant to the
subpoena was an important piece of evidence used at trial.
6.12.2008
Green Energy Fund Raises $100 million
McGuireWoods investment fund client, Leveraged Green Energy,
LP, reached $100 million in committed capital after a successful
closing on May 23, 2008 that included Credit Suisse and a number
of Scandinavian and Eastern European pension fund and private
equity investors. After the closing, the Fund began development
of four projects in Eastern Europe: one hydro, one solar, one
wind and one biomass. Additional investors are expected in the
near future to bring committed capital to $250 million.
6.4.2008
Complete Victory for Siemens Medical Solutions
McGuireWoods partner Dana Rust (Labor and Employment,
Richmond), former partner Michelle Settle, and associate Bobby
Holland (Labor and Employment, Richmond) convinced the 6th
Circuit Court of Appeals to affirm the dismissal of a $1.77
million claim against Siemens Medical Solutions, manufacturer
and marketer of a wide range of medical equipment, including MRI
systems, radiation therapy equipment, and patient monitoring
systems.
The plaintiff brought a six-count lawsuit
alleging that Siemens improperly denied him $1.77 million in
commissions, compensation and benefits. McGuireWoods secured
summary dismissal of all but the plaintiff's fraudulent misrepresentation
claim, which was tried before a jury. The jury returned a
verdict in his favor for $200,000. However, McGuireWoods
convinced the trial judge to overturn the jury's award and enter
judgment on behalf of Siemens, through a renewed motion for
judgment as a matter of law. The Plaintiff's attorneys appealed the
summary judgment and directed verdict claims and some
evidentiary rulings of the district court. In a complete victory
for Siemens, the 6th Circuit affirmed all of the lower court's
rulings.
3.28.2008
Major Victory for Largest U.S. Specialty Retailer of Vitamins and Nutrition Supplements
McGuireWoods scored a significant victory for GNC
Franchising, LLC, the largest U.S. specialty retailer of
vitamin, mineral, herbal and sports nutrition supplements, in a
class action brought by current and former GNC franchisees. They
sought to certify two putative classes of all past and present
franchisees who were purportedly harmed by certain allegedly
unfair business practices. In November 2007, following a
contentious fight over certification, the U.S. District Court
for the Western District of Pennsylvania certified a class
composed of all present and past franchisees who were party to
an August 2001 Class Action Stipulation of Settlement entered
into between GNC and its franchisees. The court designated a
single franchisee as the class representative.
GNC filed a motion for reconsideration of the certification
decision, arguing that the court-appointed representative
franchisee was not an adequate class representative because
between the date the representative moved to certify the class
and the date of the certification decision, he had sold his GNC
franchises, thus his interests were no longer aligned with the
current franchisees in his class. Moreover, the named plaintiff
had voluntarily released his individual claims against GNC in
separate litigation, thus mooting his stake and interest in the
pending action. In light of the change in circumstances
surrounding the named plaintiff, the court granted GNC's motion
for reconsideration, decertified the class, and dismissed the
case in its entirety for lack of jurisdiction.
3.28.2008
Victory for Ford in Wrongful Death Case
McGuireWoods won a verdict in favor of Ford Motor Company in
a wrongful death case in Lowndes County, Miss. In March 1999, an
intoxicated man was involved in a head-on collision after
driving on the wrong side of the road. A post-collision fire
ensued in his Ford F-150. He was trapped, sustained severe burn
injuries before being extricated, and died approximately one
month later. The other driver died at the scene. Claiming
damages, the driver’s relatives sued Ford, alleging that a
design defect in the F-150’s fuel lines allowed it to be
breached in the impact, leading to the fuel-fed fire. Following
a two-week trial, the jury returned a verdict for Ford, finding
there were no defects in the fuel system’s design.
3.3.2008
Multioffice Team Closes $350 Million Transaction for Major Financial Institution Client
McGuireWoods’ asset-based lending group recently closed a
$350 million senior syndicated credit facility, with an
accordion up to $500 million from an anchor financial
institution client to Boise-Cascade L.L.P. and its subsidiaries.
This complex transaction was completed in fewer than four weeks
out of our Los Angeles office, by a team led by partner Gary D.
Samson (Capital Markets, Los Angeles). The team also included
lawyers from our Chicago and Charlotte offices.
2.11.2008
Shareholder Derivative Claims Against Telos Corporation Dismissed with Prejudice
The Circuit Court for Baltimore City, Md., dismissed with
prejudice the shareholder derivative claims brought against
Telos Corporation by activist hedge fund Costa Brava Partnership
III, L.P., based on the report and conclusions of the Telos
Special Litigation Committee. In 2005, activist hedge fund Costa
Brava filed suit against the defense contractor, claiming it was
owed at least $79 million in accrued and unpaid dividends and
redemption payments on preferred stock. The court found, based
on its review of the well-developed record, that members of the
Special Litigation Committee were independent, disinterested and
performed their duties in good faith; that the SLC undertook a
reasonable investigation of plaintiffs' derivative claims; and
that the SLC's findings and conclusions are reasonable. The
court's ruling resulted in dismissal of all of the individual
officer and director defendants.
2.4.2008
Summary Judgment Granted for Managed Care Company
In connection with a managed care company's (our client) 2005
acquisition of another managed care company, our client
terminated the employment of the CFO of the acquired company.
The CFO claimed that by virtue of the language of his employment
agreement, he was entitled to multiple severance payments under
two provisions of his contract. Our client believed he was only
entitled to a severance pursuant to a “change in control”
provision triggered by virtue of the acquisition. Attached to
the CFO's complaint was a statement from the acquired company's
former CEO and signatory to the employment agreement. He agreed
with the CFO's interpretation of the agreement. The CFO asserted
that this statement was a binding judicial admission that his
position was correct. In August, the court ruled in favor of our
client and granted summary judgment. We convinced the court to
agree with our client's interpretation of the contract, and to
disregard the former CEO’s statement as a non-binding legal
conclusion. The judgment saved our client more than $5 million
in disputed payments.
1.31.2008
Bonds Issued to Save Hockey Team
McGuireWoods' Pittsburgh and Baltimore offices recently
teamed up to serve as counsel to PNC Capital Markets LLC in
connection with the issuance of $313,265,000 of tax-exempt and
taxable bonds by the Sport & Exhibition Authority of Pittsburgh
and Allegheny County. The bonds were issued to finance the
development and construction of a new 18,000-seat arena in
downtown Pittsburgh for the NHL's Pittsburgh Penguins. The
completion of this financing was an important component to
keeping the Penguins in Pittsburgh. The bonds will be backed by
lease revenues from the Penguins and various Commonwealth of
Pennsylvania revenue sources.
1.3.2008
Florida Rock Industries Represented in $4.6 billion Merger
McGuireWoods represented Florida Rock Industries, one of the country's largest producers of construction aggregates and a major supplier of concrete and cement in the southeastern and mid-Atlantic states, in its $4.6 billion merger with Vulcan Materials Company. The deal, which closed in November 2007, created a combined company with over $4.3 billion in annual revenues and more than 11,500 employees conducting operations in 21 states, Mexico and the Bahamas.
12.13.2007
McGuireWoods Assists Rubicon Technology with Initial Public Offering
McGuireWoods recently handled the legal aspects of the initial public offering for Rubicon Technology, Inc., a vertically integrated manufacturer of high quality sapphire substrates and optical windows that are used in Light Emitting Diodes (LEDs) and other electronic and optical applications. The stock (NASDAQ:RBCN) began trading Friday Nov. 16, 2007, after being priced by the underwriters at the top end of the estimated range of $12-14. It finished the day at $17.50 per share, up 25%. At times during the day, it traded at more than $19. The IPO raised approximately $91 million. McGuireWoods attorneys and legal professionals involved included Scott L. Glickson, Rachel Williams Mantz, Zachariah B. Miller, James C. Williams, Sarah J. Schwartz, Adam A. Grove, Steven M. Evans, Karen J. Gubitz, Erin K. Hochstatter (all Chicago); David N. Oakey, Meredith W. Sanderlin, and Katherine K. DeLuca (all Richmond).
11.6.2007
Case Dismissal Secured Before Trial for Major Consumer Chemical Products Maker
McGuireWoods represented S.C. Johnson & Son, Inc., one of the world's largest makers of consumer chemical products, when the company was sued by a woman who suggested in a 1999 letter to the company, that similar to baby wipes, it could create a cleaning cloth product using Windex and Pledge. She alleged the company stole her idea for Windex Wipes. The company rejected the concept in another letter that stated their own researchers had already developed the idea. The case was dismissed before going to trial.
11.2.2007
McGuireWoods Goes Before U.S. Court of Appeals for Nation's Third Largest Drug Store Chain
McGuireWoods won before the U.S. Court of Appeals for the 11th Circuit in favor of Rite Aid, the nation's No. 3 drugstore chain. A former Rite Aid employee filed a lawsuit alleging race discrimination, defamation and battery. The employee filed the first action in state court, but Rite Aid removed to federal court. In the first action, the court granted summary judgment with regard to federal claims, and adopting the magistrate's report and recommendation, declined to exercise jurisdiction over state law claims—dismissing state law claims without prejudice. The employee re-filed defamation and battery claims in state court, but Rite Aid again removed to federal court. The employee argued that district court should have remanded the second action to state court, because Rite Aid failed to object to the magistrate's recommendation in the first action that district court declined to exercise jurisdiction over the state law claims. Rite Aid prevailed on the removal issue, and summary judgment was also affirmed for the defamation and battery claims.
8.30.2007
McGuireWoods Secures 9th Circuit Court Ruling:
League of Residential Neighborhood Advocates v. the City of Los Angeles
McGuireWoods represented a group of residents in this case when a federal appeals court overturned a lower court’s decision that had permitted an Orthodox Jewish congregation to operate a synagogue in the Los Angeles neighborhood of Hancock Park, pursuant to a settlement agreement entered into between the city and the congregation.
The 9th Circuit Court of Appeals’ opinion, released Aug. 21, ruled the settlement agreement is invalid and unenforceable under state law, and that the district court had improperly dismissed the residents' challenges to that agreement. The court held that the city could not legally approve a settlement agreement that “authorized the city to disregard its own zoning ordinances” when there was no finding that a federal law had been or would be violated.
See the full press release.
8.13.2007
Summary Judgment Obtained for Ford Motor Company in Wrongful Death Case
McGuireWoods obtained summary judgment for Ford Motor Company in a wrongful death case just days before a jury trial was to begin in Alabama. The case arose out of a multi-vehicle highway crash and subsequent fire. The court ruled that the plaintiff, who had previously recovered against another party involved in the accident, was judicially estopped from making a claim against Ford, based on a theory of fire causation that contrasted with expert testimony in the prior case.
6.25.2007
Hooker Furniture Represented in Acquisition of Assets of La-Z-Boy Subsidiary
McGuireWoods represented Hooker Furniture Corporation in the acquisition of the assets of Sam Moore Furniture Industries, a subsidiary of La-Z-Boy Corporation. Hooker Furniture is ranked among the top 10 largest publicly traded furniture producers based on shipments to U.S. retailers. La-Z-Boy is one of the world’s leading residential furniture producers, marketing furniture for every room of the home and office, as well as for the hospitality, health care and assisted-living industries.
4.20.2007
Significant Ruling Secured for World Leader in Handheld Computing
Palm, Inc. secured a significant victory in its patent dispute with NTP, Inc., a Virginia-based patent holding company. On March 23, 2007, a U.S. District Court judge in Richmond, Va., granted Palm's motion to stay NTP's patent infringement lawsuit against Palm, pending the conclusion of patent office reexamination proceedings, and all subsequent appeals. This is the first time a judge in the Eastern District of Virginia's "rocket docket" has completely stayed a patent suit pending reexamination proceedings. McGuireWoods is co-counsel to Palm in the matter.
3.30.2007
Ford Motor Company Successfully Defended
McGuireWoods successfully defended Ford Motor Company in the matter of Raymond E. Yancy, et. al. v. Ford Motor Company, pending in the State Court of Adams County, Miss. Following a three-and-a-half week trial, a Natchez, Miss. jury found in favor of Ford on all counts. The case arose from an car wreck occurring the morning of Jan. 15, 2002. At that time, plaintiff's decedent was operating a 1988 Ford Bronco on a rural highway when he lost control and left the roadway, crashing into an earthen berm and overturning. A post-collision fire ensued in the Bronco, and the driver died at the scene.
Plaintiff's attorneys claimed that the Bronco in question suffered from defects in its fuel system design, welding, body construction and door design—alleging that these defects caused the fire and the driver's inability to escape the vehicle after the crash. Nearly $5 million was sought in compensatory damages, as well as a punitive damage award, on behalf of the family. Ford's evidence demonstrated that the wreck was the result of negligent driving, and that the Bronco and all of its operating systems were properly and carefully designed. The jury deliberated for ten hours before delivering its verdict for Ford.
3.29.2007
$58 Million Verdict in Patent Case for Verizon
McGuireWoods recently represented Verizon Communications, Inc. in a major victory over Internet phone provider Vonage Holdings Corp. On March 8, 2007, an Alexandria U.S. District Court jury found that Vonage had infringed upon three Verizon patents, and awarded Verizon $58 million. Verizon’s motion to permanently enjoin Vonage from using the patented technology was granted March 23. The patents involved technology that allows Voice over Internet Protocol callers to make calls using traditional phones; allows custom calling features such as call forwarding; and supports phone calls on Wi-Fi networks.
3.29.2007
Non-suit Obtained in Favor of Largest Global Specialty Retailer of Nutritional Supplements
McGuireWoods was successful in obtaining a non-suit in favor of General Nutrition Corporation in a defamation case brought against GNC and nine of its officers and directors by GNC's former senior vice president of loss prevention. The plaintiff was terminated from GNC, following a corporate investigation into allegations that he set up a kickback scheme with a security vendor who provided services to GNC. Following six days of testimony before a jury in Allegheny County, Judge Robert Horgos granted the defendants' motion for non-suit and dismissed the case against all defendants, with prejudice. This result comes after more than four years of intense litigation.
3.29.2007
McGuireWoods Advises One of Nation's First Supermarket Chains in Connection with $1.3 Billion Acquisition
McGuireWoods advised The Great Atlantic & Pacific Tea Company, Inc. (A&P) as Maryland corporate and local counsel in connection with its $1.3 billion acquisition of Pathmark. We also represented the independent directors of A&P in negotiations with its controlling stockholder to implement certain corporate governance changes in anticipation of the controlling stockholder's stake falling below 50% in the merger. The combined company will be a 550-store retail grocery chain with a combined market capitalization in excess of $11 billion.
2.1.2007
McGuireWoods Negotiates Sale/Leaseback Package for World’s Leading Cereal Producer
McGuireWoods successfully negotiated a sale/leaseback economic incentives package on behalf of Kellogg's that facilitates $35 million in new investments in the company's Georgia operations.
1.25.2007
McGuireWoods Closes Deal for Manufacturer of New Coffee-based Soft Drink
McGuireWoods represented Easton Capital Partners, a group that manages approximately $200 million on behalf of a number of significant institutional investors, in conjunction with its Series A preferred round of investment for JavaPop, Inc. JavaPop manufactures a lightly carbonated, coffee-based, soft drink that will be nationally distributed.
1.17.2007
McGuireWoods Handles $40 Million Acquisition on Behalf of World's Leading Supplier to Heavy-duty Transportation Industry
McGuireWoods closed the acquisition of the trailer axle division of Dana Corporation on behalf of Hendrickson International, the world's leading supplier of truck, tractor, and trailer air suspensions, auxiliary lift axle systems, steel leaf springs, and bumpers for the heavy-duty transportation industry. Prior to adjustment, the base purchase price was approximately $40 million.
1.17.2007
McGuireWoods Represents Buyer in Purchase of Shoney's Restaurant Chain Operations
McGuireWoods recently represented Shoney's North America Corp in the company's acquisition of all franchisor operations of the Shoney's restaurant chain, and represented Shoney's USA LLC in its acquisition of all company-owned stores from Shoney's LLC.
1.11.2007
McGuireWoods Handles $113.5 Million Revenue Bond Closing as Part of $1.4 Billion Finance Plan
McGuireWoods was recently involved in the closing of $113.5 million Baltimore County, Md., Revenue Bonds (Catholic Health Initiatives) Series 2006A, for which we served as bond counsel. These were fixed-rate bonds and part of an overall finance plan of Catholic Health Initiatives, which also included the concurrent issuance of bonds in Colorado, Ohio, Maryland and Washington, in a total principal amount of approximately $1.4 billion in order to finance and refinance capital expenditures at Catholic Health Initiatives and its affiliates' facilities in Arkansas, Colorado, Iowa, Ohio, Maryland, Missouri, Nebraska and Washington.
1.3.2007
McGuireWoods Obtains Victory for Ford Motor Company
McGuireWoods successfully represented Ford Motor Company in Jones v. Ford Motor Company in the U.S. Court of Appeals for the 4th Circuit. On October 27, 2006, the court affirmed the judgment of the federal district court that had ruled in favor of Ford in 2002. The case, which has now been successfully tried to defense verdicts twice, involves a claim of "sudden acceleration" of a Lincoln Town Car that resulted in an elderly driver's paralyzing injury.
11.10.2006
McGuireWoods Represents Pharmacy in Sale to One of World's Largest Pharmaceutical Services Companies
McGuireWoods represented IgG America, a national pharmacy specializing solely in immunoglobulin services, in the company's sale to AmerisourceBergen, one of the world's largest pharmaceutical services companies servicing pharmaceutical manufacturers and health care providers in the pharmaceutical supply channel. AmerisourceBergen's services range from pharmacy automation and pharmaceutical packaging to pharmacy services for skilled nursing and assisted living facilities, reimbursement and pharmaceutical consulting services, and physician education. The transaction was valued at $40 million plus earn out of up to $8.5 million.
10.3.2006
McGuireWoods Handles Client's Benefits, Executive Compensation and Labor Matters in $1,040,000,000 Sale
McGuireWoods represented a client for benefits, executive compensation and labor matters in the sale of a division to a private equity fund for $1,040,000,000. The team also negotiated a transition services agreement for the client to provide services to the seller for 18 months, since the buyer did not have a corporate staff to handle the day-to-day operations of the division it purchased.
9.15.2006
McGuireWoods Obtains Environmental Impact Waivers for Largest Mosque in Washington
McGuireWoods successfully represented The Ahmadiyya Movement in Islam by obtaining approval of certain environmental impact waivers from Montgomery County, Md., for a major expansion of the Bait-Ur Rehman Grand Mosque, the largest mosque in the metropolitan Washington area, which is located in a special environmental watershed protection area.
9.15.2006
McGuireWoods Obtains Unprecedented Relief for Maryland Lutheran Church Expansion
McGuireWoods successfully represented The Evangelical Lutheran Church of the Redeemer, one of the largest Lutheran congregations in suburban Maryland, by obtaining unprecedented relief under the Damascus Area Master Plan for Montgomery County, Md., to permit a major expansion of the church's facilities. Through this effort, the county and the Maryland-National Capital Park and Planning Commission agreed to the future granting of several extraordinary environmental impact waivers for a large expansion of the church's facilities into an environmentally sensitive area, which had been previously denied, and to construct and maintain a public parking lot on an adjacent property for church use.
9.7.2006
McGuireWoods' Client Media General Closes $300 Million Term Loan Agreement
Our client Media General successfully closed a $300 million term loan agreement transaction in August 2006. We represented the company in connection with the negotiation and closing under the agreement. The five-year loan was used to repay $200 million in 6.25% notes that came due Sept. 1. The balance was used to pay down a portion of the amounts borrowed under Media General's revolving credit facility in connection with its acquisition of four NBC TV stations from NBC Universal in late June 2006. The administrative agent for the term loan is Bank of Tokyo - Mitsubishi UFJ (BTMU). The co-lead arrangers and joint bookrunners were BTMU and SunTrust Capital Markets, Inc.
9.4.2006
McGuireWoods Obtains Favorable Ruling on Behalf of Bankruptcy Estate Trustee
McGuireWoods obtained a favorable ruling on behalf of the trustee of the bankruptcy estate of Allegheny Health Education and Research Foundation (AHERF) from the U.S. District Court for the Western District of Pennsylvania. McGuireWoods tried this interpleader action to the bankruptcy court in 2004, and obtained a verdict awarding approximately $550,000 of an approximately $820,000 fund to the estate. The remainder was awarded to the West Penn Allegheny Health System. West Penn appealed to the district court, which issued its opinion on August 23. On appeal, West Penn asserted it was entitled to the entire fund of $820,00. The district court affirmed the award of $550,000 to AHERF, but reversed in part the award of the remaining $270,000 to West Penn. Considering the complex question of insurance, equitable subrogation and bankruptcy law, the district awarded an additional $140,000 to AHERF on appeal, bringing the estate's total recovery in this matter to $690,000 out of an interpled fund of $820,000.
8.29.2006
McGuireWoods Assists Private Equity Investment Firm with Multimillion-dollar Transaction
McGuireWoods assisted Falfurrias Capital Partners, a Charlotte-based private equity investment firm that acquires or invests in lower, middle-market businesses, by helping it create a private equity fund in a transaction valued at several million dollars. Falfurrias makes private equity investments in a diverse portfolio of companies operating in the southern United States.
8.29.2006
McGuireWoods Represents National Wind Energy Development Company in $98 Million Sale
McGuireWoods represented Greenlight Energy, Inc., a national wind energy development company headquartered in Charlottesville, Va., in its sale to BP Alternative Energy of North America for $98 million. Greenlight, founded in 2001, has a portfolio of wind projects in 15 states around the country.
8.29.2006
McGuireWoods Represents Baltimore Developer in Acquisition of Inner Harbor Undeveloped Properties
McGuireWoods represented Baltimore developer Ronald Lipscomb and Doracon Development LLC in the acquisition of one of the few remaining undeveloped properties in the Inner Harbor area of Baltimore. Doracon and its joint venture partner, New York-based UrbanAmerica, acquired the parcel for $27,500,000. The joint venture plans to construct a mixed-use high-rise that will include condominiums, retail, parking and a signature hotel. McGuireWoods handled several financial and real estate transactions in connection with the land settlement.
8.25.2006
McGuireWoods Assists Private Company with Acquiring One of the World's Leading Manufacturers of Water Treatment Systems
McGuireWoods assisted Axel Johnson Inc., the North American operating arm of the Sweden-based Axel Johnson Group, in the acquisition of Kinetico Incorporated, one of the world’s leading manufacturers of residential, commercial, industrial and municipal water treatment systems. Axel Johnson is a private company with interests in the energy and environmental sectors. Kinetico will become part of the company’s AxWater Group, where it joins Parkson Corporation, a leading supplier of water and wastewater treatment systems for municipal and industrial applications.
8.25.2006
McGuireWoods Helps Illinois Health Center Gain Approval for New $2 Million Recovery Care Center
McGuireWoods successfully represented St. James Hospital and Health Centers in obtaining approval from the Illinois Health Facilities Planning Board to establish a $2 million recovery care center in Mokena, Ill. The center is one of five delivery models authorized for a demonstration project under the Illinois Alternative Health Care Delivery Act. St. James Hospital and Health Centers will operate the recovery care center for overnight stays as a complement to the ambulatory surgery center on the same campus.
8.21.2006
McGuireWoods Settles California Landslide Case
McGuireWoods successfully settled a landslide case for a client whose property is in Malibu, Calif. The landslide occurred in January 2005, and we negotiated an expedited settlement that will enable our client and his neighbors to stabilize his property and fix the damage. We also assisted the client with retaining geotechnical engineers and grading contractors to implement the repair. We interfaced with Malibu officials and the California Coastal Commission in obtaining permits for the repair activities.
8.17.2006
McGuireWoods Represents Ambulance Service Provider in $30 Million Transaction
McGuireWoods represented AmbTran Group, Ltd., an ambulance service provider, in the negotiation of a credit facility and a dividend recapitalization of its family of companies. The transaction was valued at $30 million.
6.23.2006
McGuireWoods Closes $300 Million in Bonds for World's Busiest Passenger Airport
McGuireWoods served as counsel to Goldman Sachs and closed more than $300 million in bonds for the Hartsfield-Jackson Atlanta International Airport. The bonds will be used to construct a car rental facility and an automated people mover for the airport.
6.23.2006
McGuireWoods Files $500 Million Public/Private Transportation Proposal for Atlanta Toll Lane Creation
McGuireWoods has formed a team that filed a $500 million public/private transportation proposal to develop and manage the transaction creating truck-only toll lanes on a portion of Atlanta's perimeter highway I-285. The proposal is being reviewed according to Georgia's PPTA statute, by the Georgia Department of Transportation.
6.12.2006
McGuireWoods Secures Approval for Certificate of Need to Allow for Building of $310 Million Hospital
McGuireWoods obtained a significant victory for Sherman Hospital in securing approval for a certificate of need, which will allow the building of a new $310 million hospital. This is the largest certificate of need McGuireWoods has obtained for a nonprofit health care client. McGuireWoods has also been retained in connection with the $175 million tax-exempt bond financing associated with the project.
6.8.2006
McGuireWoods Represents One of Pittsburgh's Largest Financial Institutions in $16 Million Transaction
McGuireWoods represented AVB, the Pittsburgh region's 20th largest financial institution as ranked by deposits, in the acquisition of RSV, the parent of Mt. Troy Bank. The deal, which is expected to close in the second quarter of 2006, pending approval of regulators and RSV shareholders, is valued at $16 million.
6.2.2006
McGuireWoods Leads Sale of Distributed Power Generation Facilities Designer/Builder/Operator to Private Energy Industry Equity Firm
McGuireWoods represented Ingenco, a company that designs, builds and operates distributed power generation facilities, including traditional oil- and gas-fired peaking facilities, industrial cogeneration facilities and landfill gas-fired (LFG) renewable energy (LFGE) facilities, in its sale to First Reserve, a private equity firm that specializes in the energy industry. McGuireWoods led the transactional aspects of the deal, handled the complicated tax structuring issues involved in the transaction, as well as the regulatory issues including FERC approval. The value of the transaction, which closed April 30, 2006, was not disclosed.
6.2.2006
McGuireWoods Obtains Significant Appellate Victory for Smithfield Packing in Malicious Prosecution Case
McGuireWoods won a significant appellate victory for Smithfield Packing Company in a malicious prosecution case. After being tried and acquitted on the charge that he had stolen two cases of ham from Smithfield's Landover, Md., plant, plaintiff/appellee, a former truck driver for Smithfield Packing, filed a civil suit claiming that Smithfield Packing had brought criminal charges against him without probable cause and with malice. After the trial, the jury returned a verdict in favor of the plaintiff, awarding more than $500,000 in compensatory damages and $1 million in punitive damages. The Court of Special Appeals of Maryland reversed and entered final judgment for Smithfield Packing, after agreeing with Smithfield Packing that the company, as a matter of law, had probable cause to believe that the plaintiff/appellee had committed larceny when Smithfield Packing provided information to the police.
6.2.2006
McGuireWoods Wins Significant Matter for Health Care Plans' Clients
McGuireWoods won a significant matter for two health care plans that are parties to a long-term participating hospital agreement with Provena Hospitals, whereby Provena provides health care services to the two plans' members. On May 1, Provena declared that one of the plans was in breach of the agreement and attempted to immediately terminate it, completely ignoring the termination procedures. Provena then engaged in an extensive media campaign to inform the insured and the public that the agreement had been terminated, causing concern among those insured by the two plans about whether services would be treated as "in-network." On May 18, a few days after the clients first contacted McGuireWoods for assistance in this matter, the team filed a motion for injunctive relief in on behalf of the two plans, requesting that the judge prohibit Provena from illegally terminating the agreement until the parties could arbitrate their disputes. On May 22, a hearing was held on the motion for injunctive relief, and Judge Jeffrey Ford granted the motion, issuing an injunction prohibiting Provena from terminating the agreement and from indicating to the public that it has been terminated, requiring Provena to continue providing medical services to members and beneficiaries of one of the plans' health plans pursuant to the agreement, and also requiring Provena to send out corrective notifications indicating that the agreement is still in effect.
5.30.2006
McGuireWoods Secures $2 Million Jury Verdict in Case for Rights to Patented Dietary Program
McGuireWoods recently secured a $2 million jury verdict for Healthy Life Marketing in San Diego, Calif. The jury found that the defendants fraudulently induced Healthy Life to contract, and further found that the corporate defendant breached its contract to give our client exclusive marketing rights to a patented dietary program. The jury award included substantial punitive damages against the defendant corporation and its sole shareholder. The court directed a verdict in favor of our client on the defendants' counterclaims.
5.23.2006
McGuireWoods Defends Consumer Class Action Case Against Largest Independent Title Insurance Agency in Illinois
McGuireWoods successfully defended a consumer class action case against the largest independent title insurance agency in Illinois. Our client was alleged to have overcharged fees for recording documents with county recorders of deeds. Our client successfully obtained dismissal of federal claims under the Real Estate Settlement and Procedures Act, state law claims under the Illinois Consumer Fraud Act, and common law fraud and breach of fiduciary duty that allowed for either treble damages, punitive damages or attorneys' fees. These dismissals substantially reduced the value of the case. The parties agreed to a very favorable settlement on a class basis for our client.
5.23.2006
McGuireWoods Confirms Reorganization Plans in Two New York Bankruptcy Cases
McGuireWoods recently confirmed a plan of reorganization in the Mid-State Raceway, Inc. and Mid-State Development Corp. bankruptcy cases, which were pending in the Northern District of New York. The plan transferred control of Mid-State, via stock purchase, to our clients Vernon Downs Acquisition, LLC and Jeffrey Gural. Mid-State is a horse racing track located in Vernon, N.Y., and is seeking authority from New York State to install gaming machines at its track. The plan went into effect May 1. Those cases had two other competing plans of reorganization pending until the beginning of the confirmation hearing on the plans. Bankruptcy cases with competing plans are likely to be more prevalent due to recent amendments to the bankruptcy code. These amendments will likely put pressure on debtors to propose and confirm plans quickly, and give creditors and acquirers much greater ability to file competing plans.
5.2.2006
McGuireWoods Represents Clients in the Sale of a Co-controlling Stake in One of the Largest Private Multifamily Development and Operating Companies in the Country
McGuireWoods represented Simpson Housing Limited Partnership (SHLP) and its major investor, MWT Holdings, LLC (an affiliate of the State of Michigan Retirement Systems), in the approximately $1 billion sale of 48.2% interest in SHLP to the Alaska Permanent Fund Corporation (APFC). In conjunction with the sale, SHLP was reorganized and non-institutional investors were redeemed in transactions aggregating approximately $80 million. McGuireWoods is currently dealing with the related purchase of interest of one of SHLP's joint venture partners in a portfolio valued at more than $400 million.
5.2.2006
McGuireWoods Obtains Dismissal of Former Virginia Governor in Civil Rights Action
McGuireWoods recently obtained the dismissal of former Virginia Gov. Mark Warner in a civil rights action filed in the U.S. District Court for the Central District of California. After submitting a motion to dismiss Gov. Warner, on the grounds of immunity and the Rooker-Feldman Doctrine, among others, counsel for plaintiff agreed to stipulate to his dismissal from the lawsuit rather than oppose the motion. The motion to dismiss also sought dismissal or transfer of the same action against J. Robert Stump, former chief judge of the 13th Judicial Circuit Court of Virginia. The court granted the motion to transfer, and ordered the case transferred to the Western District of Virginia, among other grounds, on forum non conveniens. The same action was previously filed and dismissed in the Western District of Virginia, which should serve as res judicata upon transfer.
4.18.2006
McGuireWoods Wins Pension Case for Fortune 100 Company
McGuireWoods won an important pension case for a Fortune 100 company against a class of former employees and their unions who claimed entitlement to special "shutdown pensions." Our client sold one of its plants to a company that filed for bankruptcy two years after the sale and closed the plant. Pursuant to the claims appeal procedures of the collectively bargained pension plan, claims were decided by an Appeals Board chaired by a neutral arbitrator. Following a hearing before the Appeals Board and extensive briefs, the neutral chairman entered a lengthy opinion and award in favor of our client. The Appeals Board majority agreed with McGuireWoods that a "shutdown" had not occurred at the time of the sale under the terms of the pension plan, and that the subsequent bankruptcy of the purchaser did not create an entitlement to shutdown pensions under the client's pension plan. The Appeals Board also rejected the unions' argument that ERISA's "anti-cutback rule" entitled the former employees to shutdown pensions under the pension plan.
4.17.2006
McGuireWoods Assists Fortune 100 Company with Restructuring that Resulted in Reallocation of Over $700 Million of Assets
McGuireWoods assisted a Fortune 100 company with a restructuring of the investment portfolio of the company's defined benefit pension plan. The restructuring resulted in a reallocation of more than $700 million of the plan's assets to a set of new investment managers. We advised the plan's fiduciaries with regard to selecting the new managers and structuring the investments, and with reviewing and negotiating the investment management agreements and related documents. McGuireWoods serves as regular outside counsel to the plan's fiduciary committees.
4.17.2006
McGuireWoods Helps City of Portsmouth
McGuireWoods reached an overall settlement for the City of Portsmouth with various companies and insurers related to the collapsed roof structure at the city's Harbor Center Performing Arts Center. The settlement amount will cover replacing the roof, as well as business losses and litigation expenses. The lawyers involved in the case were credited with the win, and the client called them "first-rate lawyers."