An OVG International/Normandy Real Estate partners joint venture and Normandy Real Estate Partners were involved in transactions for the 52-acre, 700,000-square-foot Unilever corporate headquarters properties along the Hudson River in Englewood Cliffs, New Jersey.
Our Real Estate Group represented Normandy in the acquisition and leaseback to Unilever of half of the headquarters property, while positioning the deal to allow for future development by our client. In the second set of transactions, Drinker represented the OVG/Normandy joint venture in connection with the purchase and leaseback of the other half of the Unilever headquarters properties, with a separate transaction assigning the purchase contract simultaneously with the closing to a third party institutional investor.
The OVG/Normandy matters were two complex transactions negotiated separately with different third parties that closed simultaneously for a total of approximately $220 million. Under one of the development agreements negotiated by our lawyers, OVG/Normandy will undertake approximately $115 million in expansions and renovations to the Unilever headquarters, making the facility larger and among the “greenest” and “smartest” commercial properties in the United States.
An OVG International/Normandy Real Estate partners joint venture and Normandy Real Estate Partners were involved in transactions for the 52 acre and 700,000 square foot Unilever corporate headquarters properties along the Hudson River in Englewood Cliffs, New Jersey.
Our Real Estate Group represented Normandy in the acquisition and leaseback to Unilever of half of the headquarters property, while positioning the deal to allow for future development by our client. In the second set of transactions, Drinker represented the OVG/Normandy joint venture in connection with the purchase and leaseback of the other half of the Unilever headquarters properties, with a separate transaction assigning the purchase contract simultaneously with the closing to a third party institutional investor.
The OVG/Normandy matters were two complex transactions negotiated separately with different third parties that closed simultaneously for a total of approximately $220 million. Under one of the development agreements negotiated by our lawyers, OVG/Normandy will undertake approximately $115 million in expansions and renovations to the Unilever headquarters, making the facility larger and among the “greenest” and “smartest” commercial properties in the United States.
An OVG International/Normandy Real Estate partners joint venture and Normandy Real Estate Partners were involved in transactions for the 52 acre and 700,000 square foot Unilever corporate headquarters properties along the Hudson River in Englewood Cliffs, New Jersey.
Our Real Estate Group represented Normandy in the acquisition and leaseback to Unilever of half of the headquarters property, while positioning the deal to allow for future development by our client. In the second set of transactions, Drinker represented the OVG/Normandy joint venture in connection with the purchase and leaseback of the other half of the Unilever headquarters properties, with a separate transaction assigning the purchase contract simultaneously with the closing to a third party institutional investor.
The OVG/Normandy matters were two complex transactions negotiated separately with different third parties that closed simultaneously for a total of approximately $220 million. Under one of the development agreements negotiated by our lawyers, OVG/Normandy will undertake approximately $115 million in expansions and renovations to the Unilever headquarters, making the facility larger and among the “greenest” and “smartest” commercial properties in the United States.
In a groundbreaking litigation against Caesars Entertainment Corporation, the Corporate Restructuring Group successfully represented a group of hedge funds arising from Caesars’ attempts to avoid payment on billions of dollars of corporate debt.
In the midst of briefing an appeal of one of the issues in the case, Caesars agreed to a settlement that provided our clients with a recovery that is 72 percentage points higher than Caesars' initial offer, along with the payment in full of all attorney’s fees and costs incurred by our clients in litigation.
At the heart of these cases were claims developed by Drinker Biddle based on the Trust Indenture Act, a Depression-era statute intended to protect minority bondholders.
Over a two-year period, our lawyers handled litigation actions in multiple jurisdictions including a suit in the Southern District of New York and a multibillion-dollar bankruptcy filed in the Northern District of Illinois (one of the largest on record).
Enstar Group Limited, a public Bermuda insurance group with operations worldwide, turned to our Corporate Group for a broad array of complex insurance merger and acquisition deals in 2016.
Two transactions stood out, including a $1.1 billion collateralized reinsurance transaction in which a Bermuda Enstar subsidiary reinsured from an Allianz subsidiary in Germany 50 percent of certain workers' compensation, construction defect, and asbestos, pollution and toxic tort business (originally held by Allianz’ U.S. subsidiary, Fireman's Fund Insurance Company).
In the second transaction, we advised Enstar in connection with a $919 million collateralized reinsurance transaction. In this transaction, a Bermuda subsidiary of Enstar assumed from a Bermuda subsidiary of QBE Insurance Group Limited, an Australian public company, certain workers’ compensation, construction defect and general liability business originally held by various QBE subsidiaries in the U.S.
Both of these complex, cross-border deals required highly skilled work and coordination among many lawyers in our offices in Philadelphia, New York and Chicago.
Johns Hopkins HealthCare LLC, a subsidiary of Johns Hopkins Medicine, sold a minority stake in Hopkins Health Advantage, its Medicare Advantage health insurer subsidiary, to six of the largest and most prominent health systems in Maryland. Our Corporate and Health Care groups represented John Hopkins HealthCare LLC in this transformative transaction, which signals the new emphasis health care systems are placing on taking insurance risk, and how insurance ventures can be used to further not only commercial insurance interests, but also strategic alignment interests as well.
The
transaction involved an intricate deal structure starting with the creation of a new insurance holding company, to which Johns Hopkins contributed Hopkins Health Advantage, and culminated in the sale of a minority stake in the holding company to the six regional health systems. The transaction also involved negotiating new provider agreements with each health system. This challenging transaction presented a host of highly complex business, corporate and regulatory issues at the intersection of insurance and healthcare.
The U.S. District Court in the Northern District of Iowa ruled in favor of our client Aegon/Transamerica in an Employee Retirement Income Security Act (ERISA) case. The court ruled that a plaintiff and putative class of similarly situated general agents are not entitled to benefits under the AEGON Companies/Transamerica Pension Plan.
The case was originally filed in California but our lawyers succeeded in having the case transferred to Iowa, based on the plan’s forum selection clause. On cross motions for judgment, the federal court ruled that the putative class was not entitled to benefits and that the claim was also time-barred.
This win follows a landmark ruling in the 6th Circuit U.S. Court of Appeals, Smith v. Aegon Cos. Pension Plan, which held that a forum selection clause in an ERISA plan is valid and enforceable. The U.S. Secretary of Labor filed an amicus brief in the case and argued that plan forum selection clauses are contrary to ERISA. In December 2015, U.S. Solicitor General Donald B. Verrilli Jr. advised the U.S. Supreme Court not to review the case.
A team of customs lawyers from our Government and Regulatory Affairs Group secured a victory for our client Auburn Manufacturing, when the U.S. Department of Commerce (DOC) imposed anti-dumping duties of more than 160 percent to offset the damage from Chinese imports.
The DOC handed down an affirmative preliminary anti-dumping determination, which found that Chinese exporters were selling competing goods in the United States at less than fair value. The anti-dumping duties were retroactively dated going back to early June to offset the surge in those imports. Additionally, the DOC imposed countervailing duties to offset unfair subsidies provided by the Chinese government, which ranged from approximately 4 percent to 104 percent, depending on the Chinese exporter.
The DOC will make its final anti-dumping and countervailing duty determinations in January 2017, followed by the ITC’s final injury determination in February 2017.
Thomas Jefferson University is driving a transformation of health care through combinations that give greater reach to Jefferson’s model of delivering more value to patients.
Our team of health care lawyers represented Jefferson on all aspects of its combination with Aria Health, including negotiation of the definitive agreements, due diligence, corporate and regulatory requirements, and clearance from the Federal Trade Commission.
Jefferson’s combination with Aria Health created the largest health system in the five-county region in southeast Pennsylvania and southern New Jersey, and in its acquisition of a controlling interest in Rothman Orthopaedic Specialty Hospital in Bensalem, PA.
On the heels of Jefferson’s merger with Abington Health in 2015, the addition of Aria expands access to some of the nation’s finest clinicians, scientists, academicians and health care professionals in an urban and suburban region that includes Philadelphia and Trenton, N.J. This combined organization – Thomas Jefferson University and Jefferson Health – brings together 5,000 physicians and practitioners, 5,770 nurses, 23,000 employees, and 2,217 inpatient beds.
Our Health Care Group is also lead counsel on pending affiliations with Kennedy Health System and Philadelphia University.
In 2014, the Securities and Exchange Commission adopted the most comprehensive overhaul of money market fund regulation ever undertaken by the agency, all of which had become effective by November 2016.
While many mutual fund groups suffered substantial losses or liquidated in the wake of new money market fund regulations, the Northern Funds Complex retained and gained assets. The Investment Management group assisted Northern Trust Investments, investment adviser to the Northern Funds Complex, on strategic discussions and in restructuring the fund line up to comply with the new rules. Northern Funds was in the top ten of all money market funds, as measured by assets, after the changes were complete.
Our work for Northern Funds included: filing registration statements and supplements with the SEC in 2016 to substantially revise disclosure about the funds and to convert their shareholder bases to comply with the rule; liquidating money market funds and several share classes that were expected to lose substantial assets as a result of shareholders migrating to other money market funds in the complex; advising the two fund boards on policies and procedures for imposing liquidation fees and redemption gates on the funds, and developing compliance policies and procedures related to the reforms; reorganizing the funds’ retail fund shareholders to only include natural persons; and advising on fee reductions and related documentation.
Following a five week trial, a federal jury acquitted our client Brett C. Lillemoe on 16 counts brought against him by the United States Attorney’s Office for the District of Connecticut, while finding him guilty on six counts. The jury acquitted Mr. Lillemoe on 14 counts of wire fraud, one count of bank fraud and one count of money laundering.
The indictment alleged that Mr. Lillemoe and the other defendants had engaged in a scheme to defraud two U.S. financial institutions, Deutsche Bank in New York City and CoBank in Denver, in connection with a U.S. Department of Agriculture loan guarantee program called the GSM-102 Program, in which the USDA guaranteed 98 percent of the principal value of loans made from U.S. financial institutions to certain foreign banks. Our Litigation Group represented Mr. Lillemoe.
In total, the jury rejected 54 of the 62 counts brought against the defendants.
Two Drinker Biddle associates won a significant ruling on behalf of a Pennsylvania prisoner who, in 1985, at just 15 years old, was sentenced to life in prison for second-degree homicide. The prisoner had joined his older brother and a 14-year-old friend in a burglary of what they believed was an empty house in West Philadelphia. When the older brother went upstairs, he found himself face-to-face with the occupant, an 82-year-old woman. He shoved her and went back downstairs, never mentioning the run-in to the others. The woman had a fatal heart attack caused by the stress of the incident. Subsequently, at the age of 15 and having just completed the eighth grade, our client was tried as an adult for second-degree homicide and sentenced to life without parole.
Working with the Youth Sentencing & Reentry Project, our associates advocated for a speedy resentencing. They connected with the client’s family and friends and composed a substantial and detailed reentry plan for him. Our client has now received a new sentence of 30 years to life in prison, making him eligible for parole. The resentencing followed a pair of U.S. Supreme Court decisions, one ruling that automatic life-without-parole sentences are unconstitutional for juveniles, and the other requiring states including Pennsylvania to apply that retroactively.
On January 9, 2017, the Superior Court of New Jersey dismissed a suit by the Freedom From Religion Foundation, a national advocacy group promoting nontheism, challenging Morris County’s award of preservation grants to a dozen historic churches in the county.
The challenged grants, which were limited in scope to external work on structures already qualified for inclusion on the National and/or State Registers of Historic Places, spanned a number of years and totaled several million dollars. Drinker Biddle was asked to represent the churches, and agreed to undertake the engagement pro bono.
The Somerset County Superior Court Chancery Division found the freeholders weren't promoting religion by providing grants to churches through the Historic Preservation Trust Fund, as the grants advanced a public purpose and the terms under which they were awarded to churches and secular buildings was neutral and didn't favor or endorse religious institutions.
The decision is significant for its implications for historic preservation efforts and for its articulation of a strong, modern, neutralist interpretation of the church-state provisions of the New Jersey State Constitution.
Drinker Biddle attorneys, along with the Public Interest Law Center and the Education Law Center, filed suit against the School District of Philadelphia. According to the class action complaint, at least 26,000 students in the district come from families who speak languages other than English. A significant percentage of these families include children with disabilities who are entitled to individualized education programs. Yet the parents are unable to assist with the development of such programs because the district refuses to translate essential planning documents. This hinders parents’ ability to participate in meetings and make informed decisions regarding educational placements and services. It also violates federal and state law.
In December 2016, our lawyers prevailed in preventing dismissal of the class action against the Philadelphia School District, the action is now moving forward.
In July 2015, the U.S. District Court ruled in favor of five Native American individuals in the case of Blackhorse v. Pro Football, Inc., a landmark case filed by the firm in 2006 on behalf of five Native Americans seeking to cancel trademark registrations of the “Washington Redskins” because the use of the term “redskins” disparages Native Americans. Just as the Trademark Trial and Appeal Board found in June 2014, a federal court found that the term “redskin” disparages Native Americans and, as a result, the U.S. Patent and Trademark Office should never have registered the team’s trademarks. The court also rejected the team’s argument that cancellation of its trademark registrations would violate the First Amendment.
The case is stayed pending the Supreme Court ruling in Commissioner v. Tam. We filed an amicus brief on behalf of Blackhorse et al. in the Supreme Court asking the Court to sustain our position, which is shared by the Commissioner of Trademarks.
Drinker Biddle and the Association of Corporate Counsel Chicago (ACC) sponsored a half-day pro bono clinic administered through the Center for Disability and Elder Law’s Senior Center Initiative at the firm’s Chicago office. After receiving training, Drinker Biddle lawyers and 31 ACC members from 22 different companies travelled to the 18th District Police Headquarters in Old Town. They assisted more than 30 seniors with the preparation of Powers of Attorney for Health Care and Property, and Living Will documents to help them avoid potential abuse and financial exploitation as well as prepare for possible guardianship proceedings should they later become incapacitated.
A team of lawyers from our Washington, D.C. office achieved a very favorable outcome in the pro bono representation of a limited means client who had been employed by a federal agency. While employed there, he suffered sexual harassment perpetrated by the director of the department, whom he had also considered a mentor. Our client filed a complaint, which was poorly self-investigated and came to nothing. He was subsequently moved to an inferior and unfulfilling position in a different department and quit his job shortly thereafter.
We took on the case and filed a sexual harassment claim including constructive discharge in the D.C. District Court. Constructive discharge is a difficult claim to prove, as it means establishing that instead of firing the employee, the employer wrongfully made working conditions so intolerable that a reasonable person would be forced to resign. Added to that, there is very limited case law relating to same-sex sexual harassment cases.
Our team was able to use the services of the firm’s e-discovery subsidiary, Tritura LLC, to conduct extensive discovery, including hundreds of thousands of emails, which turned up significant circumstantial evidence to support our client’s case. There were also discovery battles to be fought over both fact and expert witnesses.
Our team conducted 10 depositions in nine days last September, often working through the night to prepare, but it was the deposition of the in-house lawyer who had conducted the federal agency’s investigation of our claims that proved to be particularly decisive. Discovery had identified numerous incriminating emails that demonstrated how one-sided and self-serving her investigation had been and, while being deposed, she admitted the investigation had been badly done and turned out to be a compelling plaintiff’s witness.
At the pre-trial conference, the judge requested the two sides undergo a mediation session, which was agreed to. At that session, our client received a full apology from the agency for the poor investigation of his claims and his subsequent treatment. He was offered a financial settlement and invited to return to work at his former office — where his harasser was no longer employed — in an elevated role.
