By various yardsticks, 2018 was a momentous year—for the firm, its people, and most importantly, our clients and communities. Here, we proudly present a report showcasing the many successes we have helped our clients achieve and the positive impact we have had on our communities over the past year. It also offers a look into the various ways we embrace innovation in the practice and business of law.Read More
Banking and Financial Services
Colleges and Universities
Consumer and Retail Products
Energy, Natural Resources, and Utilities
Entertainment and Media
Industrials and Manufacturing
Investment Funds and Private Equity
Banking and Financial Services
Leading Fannie Mae’s defense in multiple putative nationwide class actions alleging Fannie Mae willfully violated the Fair Credit Reporting Act (FCRA) each time the underwriting software the company licensed to mortgage lenders and brokers identified a loan applicant’s short sale as a possible foreclosure event. The cases allege that Fannie Mae should be considered a credit reporting agency subject to certain provisions of the FCRA, notwithstanding that numerous courts have held that Fannie Mae is not a consumer reporting agency under the FCRA.
Defended a class action challenging Fidelity’s management of a stable value fund product offered to ERISA plans. Part of a surge of ERISA lawsuits around the US, the suit alleged that the fund followed an unduly conservative investment strategy and charged excessive fees. The First Circuit affirmed summary judgment for Fidelity, holding that the plaintiffs failed to adduce evidence justifying judicial second-guessing of Fidelity’s conservative strategy in the wake of the financial crisis.
Continued the historic representation of the Commonwealth of Puerto Rico and numerous individual agencies and instrumentalities in ongoing restructuring efforts. Highlights from 2018 included (i) the restructuring of more than US$5 billion of debt incurred by Puerto Rico’s Government Development Bank through the first ever “Qualifying Modification” under Title VI of the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA), and (ii) execution of a plan support agreement with key creditors of the Puerto Rico Sales Tax Financing Corporation (COFINA) which, if implemented, will allow COFINA to restructure more than US$17 billion in debt and avoid costly and protracted litigation. During 2018, O’Melveny also expanded the scope of its Puerto Rico representation to include representation of both the Puerto Rico Electric Power Authority and the Puerto Rico Aqueduct and Sewer Authority.
Serving as issuer’s counsel for American Honda Finance Corp. and designated underwriters’ counsel for Toyota Motor Credit Corp.’s medium term note debt program. In the last year, O’Melveny has handled 19 debt offerings for these companies raising nearly US$17 billion.
Colleges and Universities
Represented a management consortium in its US$200 million leveraged acquisition of ATA Online (Beijing) Education Technology Co., a subsidiary of ATA, a NASDAQ-listed company in the business of advanced testing technologies and testing-related services in China.
Consumer and Retail Products
Defeated antitrust claims seeking more than US$1 billion in actual damages—US$3 billion in treble damages—in multidistrict litigation alleging the company was part of a conspiracy to fix prices of optical disk drives, a key component for reading and writing data on CDs, DVDs, and Blu-ray Discs found in computers, video game consoles, and other devices. The litigation included claims brought by indirect purchasers, direct purchasers, retailers, and states. Achieving dismissal was particularly noteworthy given that other disk makers had previously settled for tens of millions of dollars and agreed to guilty pleas following a Justice Department investigation. This victory was achieved on the eve of trial, saving the client hundreds of millions of dollars (the cost of settlement) or a potential nine-figure jury verdict. And in August, the parties reached a final settlement, effectively concluding eight years of litigation, discovery, and investigations.
Favorably settled a patent case related to shoes with leaf spring elements and, a few days before trial, settled a trademark and trade dress case accusing three Skechers shoe styles of infringement: the Onix, the Relaxed Fit: Supernova, and the Relaxed Fit: Cross Court TR. Also settled claims over “slip-resistant” work shoes in an administrative proceeding before the National Advertising Division, a division of the Council of Better Business Bureaus, a self-regulating industry group that reviews challenges to nationwide advertising claims.
Represented the Israeli cloud security firm in its US$175 million sale to cyber security giant Check Point Software Technologies Ltd., also based in Israel. As more enterprises shift operations to the cloud, Dome9’s technology provides Check Point customers an additional layer of security on top of what large public cloud vendors like AWS, Google, and Microsoft are deploying internally.
Represented the electric vehicle company in connection with securing more than US$1 billion in funding from the Public Investment Fund of Saudi Arabia. The investment by the Saudi sovereign wealth fund represents a major milestone for Lucid Motors as it moves towards the commercial launch of its Lucid Air electric vehicle in 2020.
Counseled Mitsui in a half-dozen deals in 2018, including its investment in the Series C financing of Spaceflight Industries. The funding will finance development of the constellation of Blacksky satellites intended to provide high-resolution images with rapid revisit times.
Advised the cloud computing company in its acquisition of Heptio, a startup that provides support for the open source cloud project Kubernetes, used by developers to manage complex software environments. The acquisition aims to ramp up the adoption of Kubernetes services in the enterprise.
Energy, Natural Resources, and Utilities
Represented Apollo and related funds in several matters in 2018, among them:
- Affirming the dismissal with prejudice of a complaint filed in litigation related to the Texas Competitive Electric Holdings Company (TCEH) bankruptcy. A group of TCEH lenders sought a declaration that they had “priority rights” to as much as US$600 million of cash collateral sitting in a segregated bank account, over the rights of other TCEH lenders, including O’Melveny clients Apollo, Brookfield, and Angelo Gordon. O’Melveny briefed and won the motion to dismiss before the bankruptcy court; when plaintiffs appealed the dismissal to the district court, O’Melveny won again; with the Third Circuit’s affirmance of the district court’s and bankruptcy court’s decisions, O’Melveny notched its third victory in a row.
- Providing diligence and documentation services to Apollo in its acquisition of GE Capital’s US$1 billion portfolio of energy equity investments.
Represented Chevron in an ERISA class action filed on behalf of current and former participants in the company’s US$19 billion 401(k) plan. The purported class alleged fiduciary breaches in the selection and monitoring of its retirement plan investment options and plan-related fees. The district court dismissed the original and amended complaints and the Ninth Circuit affirmed.
Helped secure dismissal of a public nuisance suit brought by the cities of Oakland and San Francisco against Exxon and four other producers of fossil fuels over climate change, with a district court judge ruling that the issue is better suited for the executive and legislative branches of government. The case is currently on appeal before the Ninth Circuit. A similar suit brought by the City of New York is on appeal before the Second Circuit, and other cases are stayed or on appeal on jurisdictional issues.
Helped coal refuse refining technology company Fenix raise its series A round of financing. Fenix, an affiliate of OMNIS Solid Energy Refining, serves as the holding company for OMNIS’s China business and is responsible for the establishment and operation of refinery facilities across China. O’Melveny has been working with Fenix on engineering, procurement, and construction (EPC) as well as turnkey operating agreements for these facilities. O’Melveny also has been working with Fenix on agreements with mines and washing plants in the coal producing regions of China to secure a consistent supply of coal slurry.
Represented an ad hoc group of leveraged lease certificate holders in the ongoing chapter 11 cases of FirstEnergy Solutions (FES) and its subsidiaries, which have more than US$3 billion in outstanding indebtedness. O’Melveny played key roles in negotiating a process support agreement that avoided the need for contentious litigation at the outset of the cases, and finalizing settlement of potential claims of the FES bankruptcy estates against their non-debtor parent. O’Melveny also participated in litigating the right to reject power-purchase agreements and advised on insurance issues.
Prevailed on behalf of NextEra in long-running antitrust litigation accusing NextEra and various Hawai’i energy producers of conspiring to monopolize the wholesale energy market on the Big Island of Hawai’i. Over successive rounds of motions to dismiss, O’Melveny dismantled the plaintiff’s federal antitrust claims seeking to recoup construction costs, lost profits, and treble damages from NextEra to the tune of US$1.6 billion.
Advised syndicates in several renewable energy deals, including the preferred equity investment in, and project financing of:
- A 261 MW solar facility developed by First Solar, Inc. (NASDAQ: FSLR) in Twiggs County, Georgia. Upon its projected completion in 2019, the facility will be the largest stand-alone PV solar plant in the southeastern United States.
- The second phase of the Fluvanna Wind Project (known as “Fluvanna II”) in Texas. The 158 MW wind power project sits adjacent to the sponsor’s initial 155 MW project (“Fluvanna I”).
- The Mendota Hills Wind Power Project in Lee County, Illinois. The project involves the replacement of 63 wind turbines with 29 more powerful SG 2.6-126 wind turbines, resulting in an upgrade of the facility’s production capacity to 75 MW.
- Three wind power plant projects developed by NextEra in California, Indiana, and Nebraska.
Entertainment and Media
Represented the Chinese e-commerce giant in its investment in Quibi, a streaming platform that will provide short-form content designed specifically for mobile viewing. Alibaba, together with other investors, including every major Hollywood studio, invested a total of US$1 billion in the initial funding round for the tech startup, which will be led by CEO Meg Whitman and founder and Chairman Jeffrey Katzenberg.
Counseled Endeavor Global Marketing, the cultural marketing division of famed Hollywood agency Endeavor, on its acquisition of 160over90. A fully integrated branding and marketing agency, 160over90’s capabilities bolster Endeavor’s global expertise in the areas of brand strategy and activation, digital marketing, public relations, sponsorship, media buying, and business intelligence.
Represented the Hollywood studio in a five year agreement with leading toy and board game company Hasbro Inc. to produce and distribute content based on Hasbro brands. As the largest toymaker in the world, Hasbro is the company behind timeless childhood favorites such as Transformers, My Little Pony, and Play-Doh. O’Melveny advised Paramount in its collaboration with Hasbro to produce worldwide film and television projects. The Paramount projects will bring Hasbro’s classic brands to life and also develop additional, original stories.
Advised SMEJ on its 49% acquisition of the 80% stake held by DHX Media in the iconic Peanuts brand, which includes such beloved characters as Charlie Brown, Linus van Pelt, Peppermint Patty, Snoopy, and Woodstock. Under the deal, DHX Media will own approximately 41% of Peanuts, SMEJ approximately 39%, and the family of Charles M. Schulz, the creator of Peanuts, will continue to own 20%.
Defended the cable and satellite television network, its Chief Executive Officer, and its Chief Revenue Officer in a wrongful termination lawsuit filed by Keno Thomas, a former Senior Vice President who alleged that the defendants terminated him in retaliation for complaining about race and gender discrimination, for refusing to approve revenue objectives that he believed were unrealistic, and for questioning the negotiating tactics of Starz’ chairman in connection with the renewal of a cable television contract. O’Melveny pursued an aggressive litigation strategy—removing the case to Los Angeles federal court, then filing multiple motions to dismiss and engaging in substantial discovery—before entering into a mediation that resulted in a favorable settlement.
Secured dismissal of a federal copyright infringement case involving one of Disney’s Academy Award-winning animated motion pictures. The plaintiff alleged he created materials on which the movie was based. O’Melveny successfully argued that as a matter of law, none of the plaintiff’s alleged elements, including plot, sequence of events, themes, characters, dialogue, settings, mood, and pace is substantially similar to the studio’s movie. The plaintiff’s parallel lawsuit in state court was likewise dismissed in substantial part on demurrer.
Representing Fox in suit against Netflix Inc. arising from Netflix’s “brazen campaign” to target, recruit, and poach Fox’s executives despite such executives having agreed to fixed-term employment contracts with Fox. As demonstrated by the considerable press surrounding the case, which included coverage in The Wall Street Journal, The Hollywood Reporter, Deadline, and Law360, the entire industry is watching these two entertainment heavyweights battle these issues out.
Successfully defended the studio in well-publicized copyright disputes over The Conjuring motion picture franchise, including a US$900 million claim by an author who alleged six movies from the franchise infringed his book. O’Melveny’s investigation revealed the author’s claims had no merit, forcing him to dismiss his claims, and freeing Warner Bros.—and its billion-dollar franchise—from years of legal challenges. O’Melveny successfully represented the studio in numerous other cases, including ones related to its hit movie A Star Is Born and TV shows Westworld and Gilmore Girls.
Represented the South Korea-based cryptocurrency exchange in a joint venture with SeriesOne to create a cryptocurrency exchange in the US that seeks to offer a compliant marketplace to trade Security Tokens, subject to receipt of SEC, FINRA, and other applicable regulatory approvals.
Defended Humana against a whistleblower complaint alleging that the managed care provider submitted false claims as a result of allegedly improper diagnosing and coding. Based on O’Melveny’s representation of Humana, the Department of Justice declined to intervene in the case, even though the government did intervene in the case against another defendant provider. The case was dismissed in April 2018 due to the relator’s failure to prosecute.
Provided health care regulatory counseling on the company’s recent acquisition of a Medicare Advantage organization specializing in HMO products. Also representing the company in its response to a series of DOJ civil investigative demands related to its Medicare Advantage risk adjustment practices—part of an industry-wide DOJ investigation into risk adjustment practices under Part C of the Medicare Program.
Counseled OnShift on its strategic equity investment from Clearlake Capital Group, LP. OnShift provides cloud-based workforce management software for hiring, scheduling, engaging, and retaining long-term care and senior living staff. The new funding will be used to accelerate OnShift’s growth strategy.
Industrials and Manufacturing
Provided diligence and documentation services to Aion, the India funds group of Apollo Global Management, in its acquisition, as part of a consortium with Indian steelmaker JSW Steel, of bankrupt metals firm Monnet Ispat & Energy, one of India’s largest sponge iron producers.
Counseled American Plastics, LLC, a Highview and Victory Park portfolio company, in its acquisition of Centrex Plastics, LLC and Creative Plastic Concepts. The three-way merger transforms American Plastics into a US industry leader with 15 facilities across the country, including five manufacturing plants and 10 distribution centers.
Represented US-based specialty chemicals distributor Horn in the sale of its fragrances division to Agilex Fragrances, a US subsidiary of Switzerland-based Firmenich, and the ultimate sale of the company to Netherlands-based IMCD. Prior to its sale, O’Melveny counseled the company on a range of corporate, labor, and litigation matters over the course of a 20-year relationship.
Secured victory on behalf of ESSA, a salt-exporting subsidiary of the Mexican government, when the Ninth Circuit upheld an earlier dismissal by a district court of a multibillion-dollar lawsuit alleging ESSA reneged on a deal to sell the briny residue left by the salt production process; in a published opinion, the appellate court agreed that ESSA was a “foreign state” under the Foreign Sovereign Immunities Act and, therefore, immune from suit in US courts.
Represented Tegra, an apparel manufacturing and supply chain provider, in its acquisition of Fjord LLC, a manufacturer of on-field uniforms and gear for elite athletes. The Fjord acquisition is the fourth acquisition in the apparel manufacturing industry that O’Melveny has facilitated in recent years for Tegra.
Represented Weichai, a large Chinese engine, auto parts and logistics conglomerate, in its investment in and joint venture with Canadian fuel cell manufacturer Ballard Power Systems. In addition to serving as deal counsel, O’Melveny helped Weichai resolve potential US regulatory issues.
Provided diligence and documentation services on Apollo’s US$2.6 billion acquisition of Bermudian insurance and reinsurance firm Aspen Insurance Holdings Ltd. As part of its due diligence, O’Melveny evaluated Aspen’s loss reserves for natural disasters and other special exposures.
Successfully defended Chubb and its affiliates in various disputes in 2018, including:
- Persuading the New York Court of Appeals to adopt a methodology for allocating insurance coverage favoring insurers, which resolved a decades-long dispute over what portion of the loss policyholders should absorb for long-tail claims. This decision was the product of an extensively planned trial and appellate strategy and is widely viewed as one of the most important insurance decisions of the decade with far reaching impact both on what costs are recoverable and who bears responsibility for costs for periods when insurance is “unavailable” in the market.
- Convincing the New York Court of Appeals (by certification from the Second Circuit) to reject longstanding precedents of the Second Circuit that prevented ceding insurers from fully recovering defense costs from their reinsurers. This turn-around of long settled law was viewed as nearly impossible to achieve. A creative trial court and appellate strategy lead to this landmark result.
- Persuading the Tenth Circuit to affirm a ruling that penalties sought against Dish Network LLC for alleged violations of the Telephone Consumer Protection Act are punitive and not covered by Dish’s insurance policy. This appellate ruling had national implications for insurance coverage in the telecommunications industry.
- Winning a critical summary adjudication motion in a coverage dispute with Santa Clara Valley Water District. The dispute involves a consent decree entered into by the district to resolve natural resource damage claims arising from mercury contamination in the Guadalupe River watershed. As opposing counsel conceded on the record, O’Melveny’s win meant the “case was essentially over.”
Stepped in as counsel in the midst of a years-long coverage dispute that threatened a basic tenet of insurance law—that a policyholder seeking to recover a settlement must prove the policy actually covers the injury. A defeat would have sent shockwaves through California’s insurance industry, inviting policyholders to collude with claimants. But within four months of taking over the case, O’Melveny secured summary judgment in client’s favor.
Investment Funds and Private Equity
Represented Singapore-based fund-of-fund investor Axiom Asia Private Capital in the formation and final closing of its latest fund-of-funds vehicle, Axiom Asia V. The fund raised more than US$1.4 billion from approximately 100 investors. The fund is expected to invest across buyout, growth capital, and venture capital.
Advised longtime client Coller on various matters in 2018 including:
- Its bid to acquire up to £2.1 billion of limited partnership interests as part of the restructuring of the 2008 vintage Nordic Capital VII Fund. The deal was the largest GP-led secondary to date. The groundbreaking restructuring received press coverage by Private Equity International, Secondaries Investor, and Unquote.
- Underwriting a new fund arrangement with Investcorp, a Dubai-based alternative investment manager, in relation to six assets from its European private equity portfolio, subject to receipt of regulatory approval and other closing conditions. The fund will be capitalized with approximately US$1 billion of aggregate commitments, with Investcorp retaining a continued interest in the portfolio through a meaningful GP commitment to the fund.
Represented German private equity firm ECM in the closing of its new fund German Equity Partners V (GEP V) at its hard cap of €325 million in investor commitments—exceeding its original €300 million target. The fund targets equity investments in lower mid-market companies in German-speaking regions of Europe.
Advised Harbour in the £350 million fundraise for its latest fund, Harbour Litigation Fund IV. The fund helps cover the costs of various types of disputes, including seed money for investigations and support for large class actions. Harbour is one of the UK’s first litigation funders and one of the world’s largest, having funded litigation in 13 jurisdictions and arbitration under four arbitral rules.
Assisted Quinbrook in raising the Quinbrook Low Carbon Power Fund, which is targeting more than US$1 billion in commitments. Quinbrook has invested in more than 3,000 MW of operational and development stage wind, solar, gas, and battery storage projects and businesses in the US, UK, and Australia.
Represented two founders of Adicon in the sale of a US$440 million majority interest in the company to a consortium comprised of Meinian Onehealth Healthcare, funds managed by The Carlyle Group, and four Carlyle co-investors. Adicon is an operator of clinical laboratories that provide outsourced diagnostic testing services in China.
Served as lead counsel in Hatch-Waxman patent litigation involving AstraZeneca’s blockbuster breast cancer medicine, Faslodex™. An aggressive litigation strategy led to settling four waves of Hatch-Waxman patent infringement litigation against nine generic pharmaceutical companies. In the course of these matters we defeated three separate requests for inter partes review.
Advised the medical device maker on a US$750 million, multi-currency refinancing of its existing unsecured credit facility; its second registered public debt offering, valued at US$600 million; and a US$400 million accelerated share repurchase agreement to repurchase approximately 2.5 million shares of its common stock.
Achieved a major victory for Endo and its subsidiary, Par Pharmaceutical, in litigation involving the first and only FDA-approved intravenous vasopressin product, Vasostrict®—the “crown jewel” of Par’s pharmaceutical portfolio. After learning that QuVa Pharma planned to launch a competing product after poaching Endo employees and stealing confidential information, Endo turned to O’Melveny, which secured a sweeping injunction in our client’s favor that prohibits QuVa from marketing or releasing its competing product until a trial on the merits is held.
Served as lead counsel for JHL Biotech, a biosimilar company operating in Taiwan and Wuhan, China, in its voluntary delisting from Taipei Exchange (TPEx) followed by a US$106 million convertible note financing to fund clinical trials for the cancer drugs that it is developing and planned expansion activities. The delisting transaction was the first of its kind for a TPEx-listed company, as JHL initiated the voluntary delisting and withdrawal of the public issuance of its shares on its own, without any third party offer or private equity/loan backing.
Represented a Fortune 100 pharmaceutical company—maker of some of the world’s best known healthcare, first-aid, and beauty products—in complex and sensitive litigation and investigations. In 2018, our work included:
- Serving as lead counsel in actions and investigations by government entities across the US over the marketing of opioid pain medicines, cases that may shape the future of US tort law. The investigations and suits involve pharmaceutical manufacturers, distributors, and others. Hundreds of these suits have been centralized in a federal multidistrict litigation in Ohio. O’Melveny has anchored the company’s defense in opioid litigation and investigations for more than four years. Currently, there are more than 1,700 matters across the US.
- Representing the company and its subsidiary in matters relating to pelvic mesh products, including representation in a 43-state investigation of alleged consumer protection/deceptive trade practices act violations and four active State Attorney General consumer fraud actions. For more than five years, O’Melveny has also led appellate strategy and briefing in pelvic mesh federal multidistrict litigation and state complex litigation dockets, mass tort proceedings comprising tens of thousands of personal injury actions.
- Securing a Third Circuit appellate victory in a nationwide putative class action over one of the company’s iconic products; the appellate court affirmed the district court’s ruling to dismiss the case in its entirety, saying “buyer’s remorse, without more” is not a valid basis for claiming an economic loss.
- Settling an investigation brought by 46 state Attorneys General and the District of Columbia over the marketing of the company’s metal-on-metal hip replacement systems.
Representing one of the world’s largest pharma companies in an investigation by the US Department of Justice into charitable giving and whether such giving violates the Anti-Kickback Statute and resulted in false claims. The ongoing probe targeting various pharma companies is the most prominent industrywide investigation currently being conducted by the DOJ. O’Melveny replaced a large multinational firm originally retained for this matter.
Persuaded the SEC to close its investigation of a pharmaceutical company without pursuing an enforcement action. The investigation focused on public disclosures and alleged violations of the antifraud and certain other provisions of the federal securities laws. O’Melveny also obtained successful settlements of a related shareholder class action and derivative lawsuits.
Real Estate and Homebuilding
Represented Colton Company and Colton Properties—entities with some of the most extensive commercial real estate holdings in Orange County, California—in a three-day arbitration dispute with former Colton brokers over the appropriate interpretation of a series of contracts granting the brokers a right to back-end profits upon the sale of Colton office buildings. The brokers argued that they were owed US$3.5 million in back-end profits from properties already sold and many millions more upon future sales of properties. The arbitrator’s decision adopted the Colton entities’ interpretation of the contracts, denying the brokers any recovery and awarding Colton the full amount of its attorneys’ fees incurred in the arbitration.
Achieved victory in two hard-fought Japanese litigations concerning a commercial building in central Tokyo. The client sought to collect asset management fees of more than JPY 500 million from a real estate investor. O’Melveny moved swiftly to freeze the investor’s bank account to secure the enforcement of the final judgment and successfully collected not only the asset management fees, but also the full amount of the late payment interests as well as litigation costs.
Representing Leighton in Hong Kong’s largest and most high-profile litigation, a US$10 billion dispute over the construction of the Shatin-Central rail link. Leighton is the project’s main contractor. Hong Kong’s Chief Executive (the territory’s head of government) has formed a Commission of Inquiry to investigate alleged project defects.
Represented Southern California- and Texas-based homebuilder RSI Communities in its US$460 million acquisition by William Lyon Homes, one of the largest Western US regional homebuilders. O’Melveny has a long history with RSI. In December 2017, the firm represented RSI Home Products in its sale to kitchen cabinet maker American Woodmark Corp. for approximately US$1.075 billion in cash and stock.
Advised the authority in the US$192 million renovation of State Farm Arena (formerly Philips Arena), home to the NBA’s Atlanta Hawks. The renovation includes new premium areas, specially curated social spaces, and technology upgrades.
Represented the founder and president of Appaloosa Management L.P. in his winning bid to purchase the National Football League’s Carolina Panthers—the largest team purchase in NFL history. Tepper’s winning bid was widely reported in the press, including an article in The American Lawyer, which noted that some of the “best-known legal dealmakers in the sports world” handled the transaction.
Represented the startup VIP ticketing and hospitality company in its acquisition by On Location Experiences, the official hospitality partner of the NFL. The combination creates one of live music’s biggest VIP and concert experience companies. Future Beat works directly with artists to develop exceptional packages that include the best seats, VIP amenities, exclusive and original merchandise, meet & greets, soundchecks, and more. Future Beat brings dozens of high-level clients to the deal, including Lil Yachty, Migos, Slayer, and Marilyn Manson.
Represented the Spanish professional soccer league LaLiga in a 15-year joint venture with New York-based soccer promotions and branding firm Relevent Sports. The cross-border deal commercializes LaLiga content from sponsorships to the hosting of LaLiga matches on North American television and online platforms.
Advised investment firm Seidler Equity Partners in its acquisition, along with Major League Baseball, of Rawlings Sporting Goods Co. Founded in 1887, Rawlings supplies MLB’s official baseball and helmet and is the leading manufacturer and marketer of sporting goods in the United States.
Represented Washington Esports Ventures, led by Washington, DC-based investor and entrepreneur Mark Ein, in its acquisition of an expansion esports team in Blizzard Entertainment’s Overwatch League. The new team, called the Washington Justice, becomes the league’s twentieth franchise and its first in the region. The Overwatch League is recognized as one of the world’s premier esports leagues, with city-based teams in Asia, Europe, and North America, and more than 40 million players globally.
Telecommunications and Technology
Achieved a resounding victory in “the antitrust trial of the century,” defeating an attempt by the DOJ’s Antitrust Division to block the US$85.4 billion merger between the telecom and media giants. After a six-week trial, US District Judge Richard Leon rejected the government’s request for an injunction and permitted the landmark merger to close. The Wall Street Journal characterized the ruling as a “sweeping victory” for the defense. The decision was affirmed on appeal.
Prevailed on summary judgment against claims seeking US$70 million in damages in an executive compensation dispute that presented novel legal issues involving the interplay of four countries’ laws. After plaintiff, the former general manager for Avago’s Malaysian subsidiary, succeeded before the Malaysian High Court on his claim of unfair dismissal, plaintiff sought to recoup the equity that his employer required him to sell upon his termination. Interpreting laws from the US, England, and Singapore, O’Melveny successfully argued that Avago had the right to repurchase plaintiff’s equity upon a termination of employment for any reason. The ruling is on appeal.
Represented IT services provider ConvergeOne in its acquisition of Advantel Networks, which operates as a data network and communication solutions integrator for small and medium-sized businesses. The acquisition expands ConvergeOne’s reach across the West Coast of the US and Canada.
Advised long-time client Microsemi on its US$10.3 billion acquisition by Microchip Technology and in the negotiated resolution of a federal securities class action challenging the merger. The deal—the largest principal-side M&A transaction ever completed by O’Melveny—was the culmination of a more than 10-year relationship, with O’Melveny handling all of the company’s corporate work and approximately 30 M&A and investment transactions dating back to 2007.
Solidified an important win for Niantic, maker of the globally popular Pokémon GO game, when the Federal Circuit affirmed a district court’s invalidation of four patents that describe ideas for collecting, analyzing, and displaying information on a map. The Federal Circuit’s ruling was issued less than 24 hours after oral argument.
Successfully settled an onslaught of patent infringement cases filed by Tessera Technologies, Inc., a subsidiary of Xperi Corporation, against Samsung, including a complaint in the USITC accusing Samsung of infringing patents relating to semiconductor wafer-level packaging and six related district court cases. A series of victories led up to the settlement, including obtaining a rare termination of the USITC investigation during discovery and in transferring two of the lead cases from the Eastern District of Texas to Delaware, along with the imminent transfer of a third.
Represented Air Lease, an aircraft leasing company, in debt offerings totaling nearly US$3 billion in the last year alone. We have handled more than a dozen transactions for Air Lease since 2015, including public offerings of more than US$7.45 billion, amendments and extensions to Air Lease’s US$4.5 billion unsecured revolving credit facility, term loans of more than US$600 million, and a US$100 million private placement of notes and the establishment of a private shelf facility.
Achieved a number of victories for American Airlines in 2018, including:
- Securing a Third Circuit ruling affirming dismissal of a lawsuit filed by 27 American Airlines pilots—a victory that sets important limits on the right to bring seniority-related actions under the McCaskill-Bond Amendment to the Federal Aviation Act.
- Obtaining summary judgment in a class action brought against American by a nationwide class of former TWA pilots asserting a collusion claim arising from an interest arbitration involving the placement of former TWA pilots on American’s pilot seniority list.
Advised the fast-growing dockless scooter-share company on a number of matters over the past year, including the launch of Bird Delivery, a concierge service in which the startup will deliver a scooter straight to a user’s house or place of employment. O’Melveny also helped settle allegations of licensing violations with the City of Santa Monica and continues to represent the company in ongoing regulatory issues throughout the US, including in Los Angeles, Washington, DC, and Texas. O’Melveny is also assisting Bird in suing the City of Beverly Hills and the Beverly Hills Police Department, alleging that the city’s ban of rental scooters is preempted by state law and violates California environmental and open meeting laws.
Represented General Motors in the global restructuring of Takata Corporation and its affiliates, including in connection with chapter 11 plan negotiations, Japanese Civil Rehabilitation proceedings, and the structuring of an unprecedented channeling injunction giving GM and other original equipment manufacturers (OEMs) the ability to efficiently resolve claims against OEMs arising from Takata products outside of the tort system.
Counseled a joint venture consortium including JetBlue Airways, Vantage Airport Group, and RXR Realty, in relation to the proposed development, financing, and long-term operation of a new north side terminal complex at New York’s John F. Kennedy International Airport (JFK). The complex, a new US$3 billion 1.2 million square foot facility, will be integrated with JetBlue’s existing Terminal 5 and will be built on sites now or previously occupied by JFK’s Terminal 6, which was demolished in 2011, and Terminal 7, which will be demolished to make way for the new proposed facility.
Representing OMERS Infrastructure, the infrastructure investment manager of the Ontario Municipal Employees Retirement System (OMERS), in the sale of portfolio company Airports Worldwide to Vinci Airports, a subsidiary of French public company Vinci Group. This highly complex transaction involves 12 airports on three continents. O’Melveny also represented OMERS in the acquisition of Airports Worldwide in 2013.
Advised RAIC in financing arrangements for the redevelopment of Terminals 2 and 3 for Delta Air Lines at Los Angeles International Airport (LAX). Also advised RAIC, as borrower on behalf of Southwest Airlines, in connection with a credit facility to fund the development of a new Terminal 1.5 passenger processing facility at LAX. RAIC is a non-profit public benefit corporation that assists the City of Los Angeles in financing improvements at the City’s airport and heliport facilities.
Represented United in a number of matters in 2018, including:
- Securing two major summary judgment wins confirming that California labor and employment law does not apply to individuals who work primarily outside the state’s borders. Both suits were appealed to the Ninth Circuit which heard oral arguments in early 2018, certifying two questions of California law to the state Supreme Court. Its decision may or may not determine the ultimate outcomes of the cases, but will provide significant guidance on the application of California labor law to workers who primarily work outside the state.
- Prevailing on summary judgment in a case concerning whether mechanics were being provided meal periods in compliance with California law. O’Melveny convinced the court that the claims were preempted because adjudicating them would require the interpretation of a collective bargaining agreement.
Achieved a unanimous US Supreme Court victory that vacated a lower court decision depriving our client of investigative resources to support his representation in federal habeas proceedings. The Court adopted, in full, O’Melveny’s statutory interpretation in an important win for all individuals facing the death penalty who never received the kind of legal representation to which they are entitled.
Obtained a California Appeal Court ruling reinstating a law allowing terminally ill patients access to medical aid to peacefully end their lives—an important win for our client Compassion & Choices in its initiative to improve care and expand end-of-life options for Californians suffering from incurable terminal illnesses.
Advised REPRESENT: Global, a new organization dedicated to extending Nelson Mandela’s legacy around the world; advised on entity formation, organization, tax, and intellectual property matters, enabling the organization to plan 100 events in 100 cities to raise money and awareness about pressing issues in honor of Mandela’s 100th birthday.
Obtained a precedent-setting victory that will entitle our client to release from prison; the Fourth Circuit held that the federal habeas statute permitted our client to challenge his unlawful sentence after reversal of a precedent requiring his designation as a career offender.
Filed an amicus brief on behalf of Planned Parenthood challenging an Indiana law banning abortions sought solely because of fetal disability or genetic anomaly. O’Melveny’s brief, signed by more than 50 leading bioethics experts, explained why Indiana’s ban violated fundamental principles of medical ethics; the Seventh Circuit affirmed the unconstitutionality of the ban.
Committed to supporting our communities, O’Melveny annually donates to more than 200 organizations worldwide. In 2018, our efforts garnered us recognition as a top philanthropist in the Washington Business Journal, the Los Angeles Business Journal, the Orange County Business Journal, and the San Francisco Business Times. For example, our Los Angeles, Newport Beach, and San Francisco offices worked together to raise funds for local food banks through Food From the Bar, a grassroots, nationwide campaign started by lawyers to fight hunger in the communities where they work and live. The firm’s donation paid for tens of thousands of meals for Californians in need.
Partnered with Ford Motor Co. and other law firms in a Global Day of Service volunteer initiative. More than 60 O’Melveny attorneys and staff members volunteered at nonprofits across the US. As part of those efforts, lawyers from O’Melveny’s San Francisco office opened their doors to more than 20 Dreamers and their families for free legal assistance. CBS Evening News covered the event. See clip here courtesy of CBS News.
Spearheaded an initiative that included Apollo, Blackstone, FedEx, KKR, and The Carlyle Group, as well as the US Chamber of Commerce Foundation’s Hiring Our Heroes, to fill 1,000 backpacks with school supplies for children in Afghanistan. Dubbed “Mission Backpack: Afghanistan,” the hands-on event was the featured service project at the 2018 Veterans Initiative Summit, drawing more than 100 attendees from participating companies and O’Melveny. The supply-filled backpacks were later shipped—at no charge—by FedEx to Fort Campbell in Kentucky, where they were sent with our troops from the 101st Airborne’s “Sustainment Brigade” to Bagram, Afghanistan. In addition to the service project, O’Melveny led a panel discussing how to provide better access to good jobs for vets at the summit.
Continuing a longstanding tradition, the firm gave more than US$500,000 in scholarships last year to dozens of students who excel academically but need financial help to realize their dreams of attending college. We have sponsored students in Los Angeles, San Francisco, New York, Beijing, Shanghai, Indonesia, and South Korea since the inception of our global scholarship program.
For the 7th consecutive year, earned a spot on AmLaw’s “A-List,” a designation based on the firm’s revenue per lawyer, pro bono commitment, associate satisfaction, and racial and gender diversity.
Nearly 80% of our new partner class are women, people of color, or LGBTQ.
O’Melveny is the first US law firm to adopt two advanced technologies that address critical diversity and inclusion issues:
- Pymetrics utilizes neuroscience and artificial intelligence to match applicants and employers, making the recruitment process as effective, accurate, and unbiased as possible.
- Werk is an analytics tool that helps design flexible work options for employees to maximize satisfaction, engagement, productivity, and retention.
O’Melveny honored by the Leadership Council on Legal Diversity (LCLD) with its inaugural “Compass Award” for expanding opportunities for diverse attorneys.
Euromoney Legal Media Group honored O’Melveny for 3rd consecutive year:
- Best International Firm for Women in Business Law
- Best International Mentoring Program
#2 Best Law Firm for Overall Diversity - Vault
“Mansfield Certification Plus” awarded for exceptional diversity within leadership ranks - Diversity Lab
100% rating on HRC’s Corporate Equality Index in addition to being named a “Best Place to Work for LGBTQ Equality” 6 years in a row
Gold Standard Certification by Women in Law Empowerment Forum—2nd year in a row
Hosted first-ever Diversity & Inclusion Leadership Academy, which brought together the firm’s minority and LGBTQ lawyers to develop concrete steps to build an even more inclusive firm.
Continued to build the firm’s pipeline of diverse associates by identifying 6 Sponsors for Educational Opportunity (SEO) pre-law interns and 3 William T. Coleman, Jr. Diversity Fellows for our 2018 summer program
#1 Best Law Firm to Work For & Best Summer Program - Vault - 4th consecutive year O’Melveny has placed in the top 3 in each category
Vault: “O’Melveny is a great place to work, the attorneys are super smart, the work is interesting and the people are very nice,” one associate reported in the survey.
High job satisfaction—#2 in Midlevel Associates Survey—The American Lawyer
Feedback valued. Confidential upward reviews involve face-to-face interviews of associate and counsel by an outside consulting firm to gauge effectiveness of supervising attorneys and to seek opinions about the firm across multiple categories—Human Resource Executive magazine
Deep commitment to attorneys’ professional development. Director of Career Development has met with more than 900 O’Melveny lawyers so far to discuss their career interests—whether at the firm, one of the firm’s clients, or a different path altogether—Human Resource Executive magazine
O’Melveny one of the “Best Law Firms for Women” for 6 straight years —Working Mother
Bridges program, now in its 6th year, enables people to take up to 2 years of unpaid leave to pursue other interests, such as raising a family.
One year anniversary of Giving Back initiative, which allows eligible employees to take one paid day off every year to volunteer with a qualifying nonprofit organization of their choice. Since its inception, staff have volunteered nearly 600 hours at more than 30 nonprofits.
Innovation and Efficiency
#1 in technology—Associates impressed by firm-provided technology, firm-provided training, technology support, and the use of technology on behalf of clients—The American Lawyer’s Midlevel Associates Survey
Industry leader in developing increasingly sophisticated and versatile intranet-based tools that greatly reduce matter-management time, while increasing the amount of relevant information at a lawyer’s fingertips. Examples include:
- O’Melveny’s Powerful Intranet Search Engine. Custom intranet system called ommni can quickly search across our more than 20 million court papers, memos, agreements, and client documents, speeding up research and drafting. Matter pages provide up-to-the-minute access to a matter’s billing history, timekeepers, all relevant documents and correspondence, and other data, boosting efficiency and collaboration across teams.
- Making an OMMLit. Award-winning proprietary tool, known as OMMLit, deconstructs the litigation process, improving efficiency through simplification/automation of hundreds of the most commonly performed tasks.
- The Next Big Thing. Latest ongoing initiative, ommniscient, brings the firm closer than ever to knowledge management’s holy grail: the power to automatically deliver the right information to the right people at the right time. We are studying the work habits of our lawyers to more fully understand the information they need at different stages of their work, with the goal of developing a comprehensive data management tool that “knows” what our lawyers need before they even ask for it, drawing from all of our technologies and information sources. This is a natural follow-on to our OMMLit initiative.
- Legal Project Managers. Focus on crafting fee arrangements that meet client goals, and effective matter budgeting and management.
- Support Staff. Lower-cost resources (staff attorneys, contract attorneys, and case managers) handle routine, high-volume, and repetitive tasks on time and on budget.
- Technical Specialists. In-house staff attorneys, supported as-needed by contract attorneys, handle large document productions.
- Editors in the Litigation Department. Only major law firm to employ a Pulitzer Prize-winning journalist to help craft the most compelling arguments for clients. Results so successful that the firm hired two more editors as writing coaches in 2018.