2017 Achievements
To Our Clients and Friends:
O’Melveny’s 2017 annual report is a testament to the value of close client relationships: firm lawyers and staff working side by side with in-house legal teams and executives to help them achieve their most important goals. For us, success depends on learning everything we can about our clients, their people, and the sectors in which they operate, then consistently delivering the best service. Our Momentum initiative, focused on the tech community, showcases our approach.
Banking and Financial Services
Counseled Air Lease in three public offerings of debt in 2017, raising aggregate gross proceeds in excess of US$2.2 billion. O’Melveny has advised on ten financing transactions for Air Lease in the past three years, including more than US$5.75 billion in public offerings, establishment of a private shelf facility and US$100 million private placement of notes, and two amendments and extensions to Air Lease’s US$3.7 billion unsecured revolving credit facility.
Achieved two victories in 2017 before the Supreme Court of Japan in mass consumer “kabarai” litigation brought against various financial institutions, including CFJ, Citigroup’s consumer finance subsidiary; the first ruling upheld the validity of a settlement agreement between CFJ and a customer that was concluded with the involvement of a judicial scrivener who exceeded his statutory authority; the second ruling overturned lower court decisions in finding that, based on the correct interpretation of Japanese Bankruptcy Law, our client was within its rights to seize the salary claim of a customer that had defaulted on a loan and subsequently went bankrupt. Over the years, O’Melveny has racked up 18 favorable Supreme Court judgments in Japan so far, saving our client hundreds of millions of dollars in the process.
After 16 years of litigation, successfully settled the last remaining claim against Chubb and its insured, the Massachusetts Port Authority (Massport), stemming from the Sept. 11 terrorist attacks. Massport—the operator of Logan Airport from which both flights that crashed in New York City departed—was named in 45 wrongful death and 20 property damage claims seeking more than US$18.5 billion in damages. A critical ruling that Massport owed no legal duty to wrongful death plaintiffs for passenger screening on 9/11 paved the way for a November 2017 final property damage settlement, in which Massport received a release and dismissal with prejudice. Neither this final settlement nor any of the others reached over the years required any financial contribution from our client.
Stepped in as replacement counsel after a client lost the first phase of a bifurcated trial and turned the tide, winning on summary judgment based on what the judge described as an “artful” reframing of the issues.
Affirmed on appeal dismissal of an ERISA class action alleging that Evercore imprudently monitored the J.C. Penney 401(k) plan’s company stock option during a period of decline—just one example of numerous ERISA victories we have achieved for clients as the plaintiff’s bar continues to target the administration of employee retirement plans.
Serving as lead counsel for the Government of Puerto Rico through its fiscal agency in the largest in-court restructuring in US history. More than US$70 billion of debt will be restructured under the aegis of the federally enacted Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA). O’Melveny is also litigating myriad lawsuits involving a host of complex and novel issues in Title III cases commenced under PROMESA for Puerto Rico and certain of its entities and public corporations.
Consumer and Retail Products
Persuaded SEC staff to change course and withdraw its plans to recommend an enforcement case against Charney for allegedly failing to disclose a personal benefit received from the company; such turnabouts by the SEC are exceptionally rare.
Obtained FTC clearance of Bass Pro’s US$4.2 billion merger with Cabela’s Inc. without any divestitures or other remedies; merger combines two iconic, premier outdoor sporting goods stores.
Successfully defended various claims brought against Hill’s Pet Nutrition, a Colgate-Palmolive subsidiary, including:
- Securing dismissal of a consumer class action asserting that Hill’s and other pet food makers had violated federal antitrust law and false advertising laws in seven states. Plaintiff pet owners alleged that retailer PetSmart Inc. colluded with Hill’s and two other major pet food manufacturers to hike prices by requiring a veterinarian’s prescription to purchase certain pet food and falsely advertised the products as prescription pet food when they did not contain drugs.
- Securing dismissal from a suit filed by two cat owners claiming that Hill’s, along with PetSmart Inc., deceived customers by selling its marquis product line “Prescription Diet” only when authorized by a veterinarian’s prescription. The court ruled that the companies were following US Food and Drug Administration guidelines, dismissing the claims under the “safe harbor” provision of the Illinois Consumer Fraud and Deceptive Business Practices Act. The case was dismissed with prejudice on the first motion to dismiss, which is unusual, particularly in consumer class action claims.
- Obtaining dismissal with prejudice from a suit brought by a niche pet food company that accused some of the world’s leading pet food brands, including Hill’s, of falsely advertising the ingredients used in their products by using images of premium “cuts” of food such as salmon filets and lamb chops on the packaging. The court granted Hill’s motion to dismiss, rejecting the plaintiff’s claims that use of images was false or misleading.
Advised renowned British company Dyson on its multi-currency private placement of Japanese Yen and Euro senior notes to US and European institutional investors; transaction required navigating an intricate set of funding deadlines across Asia, Europe, and the US to ensure a smooth funding.
Secured dismissal for the China-based online retailer in a putative class action filed in the Southern District of New York by a group of investors. Persuaded court that the Cayman Islands—where Dangdang is incorporated—is the proper place for litigation, not Manhattan federal court, even if the company was exclusively listed on the New York Stock Exchange. Ruling has potentially far-reaching ramifications in an area of the law coming under greater scrutiny as investors cross national boundaries to seek out opportunities in growing markets.
Represented Samsung and its affiliates on many complex legal matters, including:
- Securing multiple favorable pre-trial orders that dramatically reduced the scope of an ongoing patent infringement case against Samsung, then securing a stay of the remaining case less than a month before trial pending results of inter partes review (IPR) proceedings at the USPTO. The case, filed by Image Processing Technologies, LLC, involves dozens of Samsung products.
- Defeating 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 that’s found in computers, video game consoles, and other devices. The litigation includes 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.
Secured three victories for Skechers in a patent suit brought by adidas: (i) defeated a motion for preliminary injunction, (ii) obtained dismissal of adidas’ willful infringement claims, and (iii) obtained a stay of the case pending inter partes review of the two patents at issue.
Emerging Technologies
Counseled the venture capital and growth technology investment arm of New York-based Access Industries in its US$300 million funding of Essential Products, Inc., maker of the Essential smartphone.
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Advised ATS in its sale to Platinum Equity; ATS provides road safety cameras and toll and violations management solutions throughout North America.
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Advised Israeli cloud infrastructure security startup Dome9 on its US$16.5 million Series C financing. The round was led by Japanese telecom giant SoftBank Corp. As part of the deal, SoftBank will become the leading distributor of Dome9’s security platform in Japan.
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Served as counsel for Houzz, an online platform for home remodeling and design services, in various corporate matters in 2017, including a US$400 million Series E financing.
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Advised IQP, an Internet of Things development tool provider, in its acquisition by GE Digital; IQP allows users to build and customize code-free Internet of Things applications.
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Advised San Francisco-based Kabam, the leader in free-to-play multiplayer games for mobile devices, in dozens of corporate matters over the past decade, culminating in 2017 with the sale of its Vancouver business studio to Netmarble Games, one of South Korea’s top mobile game developers.
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Counseled Silicon Valley-based Leapforce, a data quality assurance company, in its US$80 million sale to Australian company Appen Limited, a developer of human-annotated datasets for machine learning and artificial intelligence. The transaction allows Appen to play a greater role in the high-growth artificial intelligence market.
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Counseled Israeli cybersecurity startup Skycure in its sale to Symantec, one of the world’s largest software security companies.
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Mergers & Acquisitions | Data Security & Privacy
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Represented startup Source3 in its acquisition by Facebook, which will help the social-networking site crack down on users who share pirated videos and other content without consent; the firm previously advised the startup on its seed funding.
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Energy, Natural Resources, and Utilities
Advised Apollo in the analysis of water rights, related regulatory issues, and associated corporate structural issues, including the formation of a mutual water company and distribution of shares to project participants in a US$250 million capital investment into the Cadiz Valley Water Conservation, Recovery and Storage Project. The Cadiz project—listed as one of the most important water infrastructure projects for the Trump Administration—is designed to capture and conserve billions of gallons of renewable native groundwater flowing beneath Cadiz-controlled property in California’s Mojave Desert. This water is currently being lost to evaporation and salt contamination at nearby dry lakes.
Achieved a bench trial win for CRC, the California successor to Occidental Petroleum, in a lawsuit challenging Measure Z, a Monterey County voter initiative barring various forms of water treatment associated with oil and gas production. O’Melveny’s successful takings, due process, and preemption arguments serve as important precedents for the industry. Also defeated a wide-ranging water contamination case brought by mass tort lawyer Rex Perris that sought to pit farmers in California against the energy industry and accused CRC of being in a RICO conspiracy with Governor Brown.
Counseled Centrus, a supplier of enriched uranium fuel for commercial nuclear power plants, on its US$234 million recapitalization.
Advised an ad hoc group of senior secured noteholders in the restructuring of Homer City, a coal-fired power plant in Western Pennsylvania. This pre-packaged restructuring resulted in a change of control and substantial deleveraging of Homer City through conversion of the senior secured noteholders’ claims into equity in the reorganized company.
Advised an ad hoc group of second lien noteholders in the restructuring of LINN Energy, an oil and gas producer. O’Melveny was instrumental in crafting both a settlement agreement and a restructuring support agreement, which resolved potential litigation related to the second lien notes and provided for a US$530 million investment in reorganized LINN Energy by members of the ad hoc group of second lien noteholders and other creditors.
Obtained dismissal of Sempra’s CFO from a shareholder class action, and obtained dismissal of a dozen officers of Sempra and its subsidiary SoCalGas in a shareholder derivative action arising from a natural gas leak at the company’s Aliso Canyon storage facility that led to thousands of tort claims by residents.
Advised syndicates in several renewable energy deals, including the acquisition of preferred equity interests in the approximately 160 MW Rattlesnake wind power project being developed in Texas by Goldwind Americas, a US subsidiary of China-based Xinjiang Goldwind Science & Technology Co. The project will be Goldwind’s largest US wind project to date and its first tax-equity-financed project—a first of its kind for a Chinese wind energy technology company.
Entertainment, Sports, and Media
Served as underwriters’ counsel for Digital Hollywood’s Hong Kong IPO. Digital Hollywood, an online game publisher for China-based game developers, has launched more than 50 web and mobile games.
Counseled eSports franchises in various corporate matters, including the Series A financings of Envy Gaming and KSV eSports—two of the largest reported eSports team investments in history; the entry into the Overwatch League of both KSV eSports International’s Seoul Dynasty and Envy Gaming’s Dallas Fuel; and FlyQuest’s entry into Riot Games’ North American League of Legends Championship Series. Also represented Dallas Cowboys owner Jerry Jones and his family in connection with the Goff family in the acquisition of compLexity Gaming; and ReKTGlobal, Inc. in its acquisition of Rogue Sports, Inc.
Affirmed on appeal dismissal of trademark infringement claims against Fox in a dispute with record label Empire Distribution Inc. over rights to the use of “Empire” in the hit television series of the same name; the Ninth Circuit agreed with the lower court that the First Amendment protected Fox’s use of “Empire.”
Advised the Academy Award- and Emmy-winning production company founded and led by Brian Grazer and Ron Howard in the formation of a TV co-financing venture with TVB Venture Investment, LLC, a wholly owned subsidiary of Hong Kong-based television and broadcast production company Television Broadcasts.
Advising board committee of Renren, known as the Facebook of China, in a proposed disposition of newly formed subsidiary SpinCo that will hold its ZenZone advertising agency business and most of its minority VC investments.
Achieved victory in Florida’s Supreme Court, which ruled that state common law does not provide pre-1972 recording owners any right to demand licenses or royalties for performance of their recordings or for reproductions made to facilitate radio broadcasts; victory is the latest in a series of critical, precedential rulings for Sirius XM on the most important legal issue facing the music industry.
Delivered a knockout blow in multi-district litigation over the “Fight of the Century,” a boxing match pitting Manny “Pacman” Pacquiao against Floyd “Money” Mayweather Jr.; obtained dismissal of more than 40 putative class action suits filed by consumers who demanded refunds after reports emerged that Pacquiao suffered a shoulder injury a month before the bout; the court ruled that people who buy a ticket or pay to watch a sporting or entertainment event are entitled to no more than a license to see what happens at that event; there is no guarantee that fighters will be “100%” fit. On the corporate side, negotiated a multiyear deal with ESPN to broadcast and stream Top Rank boxing matches throughout ESPN’s networks and platform.
Advised the studio on various deals and disputes in 2017:
- Successfully concluded a five-year battle between Warner Bros. and the estate of author J.R. Tolkien and HarperCollins over an US$80 million suit claiming copyright infringement and breach of contract. The favorable (confidential) settlement came just in time for the release of a new Lord of the Rings digital game and paved the way for an upcoming television series based on the franchise to be produced with Amazon Studios.
- Secured numerous pre-trial victories that led to highly favorable settlements in various litigation across the US concerning New Line’s The Conjuring franchise as well as the War Dogs case brought by a former arms dealer portrayed in the film.
Negotiated multiple agreements, including the financing documents, to develop a US$100 million spring training facility in Florida for Major League Baseball’s Atlanta Braves. This complex public private partnership project, involving multiple government and private entities, is expected to be completed in January 2019.
Quickly halted an effort, spearheaded by two former Zynga employees, to fortify video game competitor Scopely, Inc. using Zynga trade secrets and poaching Zynga employees.
Health Care
Defended Humana against a whistleblower complaint, which alleged that Humana submitted false claims as a result of allegedly improper diagnosing and coding. The DOJ declined to intervene in the case against Humana, even though the government did intervene in the case against another defendant. The relator has not prosecuted his claim against Humana.
Advised Jefferson, a Black Canyon Capital portfolio company that provides dental support services in Texas, in its sale to private equity group Brentwood Associates. O’Melveny previously represented Black Canyon in its acquisition of Jefferson.
Defending a leading managed care company in a False Claims Act investigation by the DOJ and HHS-OIG into whether the managed care plan received inflated premiums from the Medicare program and maintained inappropriate financial relationships with its contracted providers.
Advised Quest in its acquisition of a medical laboratory business from an international health care company and in a joint venture with a major retailer to provide diagnostic and other basic health care services to its customers.
Hospitality and Leisure
Represented cruise ship giant Norwegian in two secondary public offerings in 2017 that, combined, totaled 25 million ordinary shares; sponsors including Apollo Global Management, LLC, Genting Hong Kong Ltd., and TPG Global, LLC affiliated funds received net proceeds of approximately US$1.36 billion from the offerings.
Represented Protea in its winning bid for a US$1 billion-plus redevelopment of a portion of the Port of San Diego and negotiated the project’s operating agreement. The development is proposed to include an aquarium, observation tower, retail and recreational/public space, and a high-end resort hotel, among other features. We continue to represent Protea in the redevelopment.
Defeated class certification in a wage-and-hour suit filed against the hotel chain by a housekeeper who claimed that company policies for breaks and off-the-clock work were not followed in practice.
Advised XLD, a US subsidiary of a Chinese property investment firm, in its US$190 million acquisition of the San Juan Marriot Resort & Stellaris Casino in San Juan, Puerto Rico; in successfully financing and closing the deal, a multidisciplinary team resolved myriad complex issues, including protecting the client’s right to purchase the property in litigation that arose prior to the transaction’s closing.
Industrials and Manufacturing
Advised BHH Management in the sale of its bullet manufacturing business, Sierra Bullets L.L.C., to Clarus Corp. The sale of Sierra Bullets serves as the final chapter in a long client relationship stretching back nearly 50 years and covering more than 100 matters for BHH.
Obtained unconditional merger control clearance for Norsk Hydro’s US$3.4 billion bid (on a 100% basis) to assume full ownership of Sapa AS. Hydro, which already had a 50% stake in Sapa, received approval from the European Commission and a number of other antitrust authorities across the world, including in Brazil, Canada, China, and Turkey, to purchase the remaining interest from conglomerate Orkla. Hydro produces primary aluminum while Sapa cuts, presses, and shapes the metal. The combination makes Hydro the only global company in the aluminum industry that is fully integrated across the value chain and markets.
Closed several transactions for the private equity firm in the last year including the acquisition of American Driveline Systems, Inc. (ADS), parent company of the two largest transmission repair retail chains in North America, and the subsequent sale of ADS’s transmission remanufacturing business to LKQ Corp. followed by the sale of ADS’s remaining assets to Icahn Automotive Group.
Investment Funds and Private Equity
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Advised Adelis in the launch of its second investment fund, which closed at €660 million. Like Adelis’ maiden fund, which O’Melveny also advised on, Adelis Equity Partners Fund II focuses on lower-middle-market acquisitions in Sweden, Denmark, and Finland.
Counseled Aliter in its maiden fund, which will invest in small and mid-sized companies that provide industrial support services across the UK.
Counseled CDC, the UK’s development finance institution, in its US$20 million investment in Sierra Leone-based private equity firm Solon Capital Holdings; the investment is a groundbreaking, uniquely structured African permanent capital vehicle that highlights CDC’s efforts to find new ways to put capital into African markets.
Advised buyers, including long-term client Coller Capital, and sellers on transactions with investment assets across every continent except Antarctica, with a total value in excess of US$4 billion.
Life Sciences
Obtained dismissal of a sprawling class action filed by a union health fund against major drugmakers, including Endo and Par. The suit alleged defendants engaged in coordinated price increases and inflated average wholesale prices above market. O’Melveny led the briefing on behalf of all defendants and persuaded the judge to adopt its arguments across the board.
Counseled a buyer’s consortium in the US$300 million privatization of Hong Kong-listed Shandong Luoxin Pharmaceutical Group Stock Co., Ltd.
Obtained several important rulings defending claims brought against a Fortune 50 pharmaceutical company involving talcum powder, antipsychotic medication, over-the-counter pain reliever, and opioid painkillers. Our successes include:
- Securing dismissal, for the second time, of a nationwide class action claiming talcum powder may contribute to a higher risk of ovarian cancer; the court found that the plaintiff lacked standing to sue because she had not suffered economic loss, did not demonstrate that the company was legally obligated to disclose the alleged risks, and had not shown that she relied upon the company’s safety claims when making her purchases.
- Obtaining a jury defense verdict in the first bellwether trial in a California Coordinated Proceeding involving an antipsychotic medication. The representative plaintiff was a 24-year old Kansas man who claimed he developed gynecomastia (i.e., glandular breast tissue growth in males) from prior use of the medication. On November 14, 2017, after a more-than two-week trial, the jury rendered a verdict for the defense in fewer than two hours.
- Securing on appeal a retrial of a US$48 million judgment for a man who developed a skin condition after taking an over-the-counter pain reliever; successfully argued the jury’s “confused” verdict form responses were irreconcilably inconsistent. The opinion establishes significant new precedent for pharmaceutical companies on the issues of federal preemption of over-the-counter drug design defect claims and the non-applicability of California's “consumer expectation” test for strict liability design defect claims in this kind of case.
- Defending the company and its subsidiary in more than 200 suits filed by cities, counties, and states alleging deceptive marketing of opioid painkillers in a federal MDL and numerous state courts across the US. The investigations and suits involve several pharmaceutical manufacturers, distributors, and others. O’Melveny has anchored the company’s defense in opioid litigation and investigations for more than four years.
Represented the underwriters in a US$1.5 billion bond offering, a €2.6 billion offering, and a US$1.5 billion common stock offering to help fund US-based Thermo Fisher’s acquisition of Dutch pharmaceutical development and manufacturing company Patheon NV.
Real Estate and Homebuilding
Represented CoreLogic, a global property information, analytics, and data-enabled services provider, in its US$2.5 billion refinancing and its acquisition of Mercury Network, LLC, which manages the collateral valuation operations of more than 800 small and medium-sized mortgage lenders and appraisal management companies.
Advised Healthcare Trust in (i) its US$2.75 billion acquisition of Duke Realty Corp.’s medical office building assets and medical development platform (consisting of 78 properties and 6.1 million square feet of gross leasable area), (ii) a related US$1.8 billion public equity raise, and (iii) a related US$900 million public offering of senior unsecured debt.
Representing homeowners’ association in a dispute over construction defects in a sinking, leaning Bay Area residential skyscraper; the building has sunk nearly 17 inches into the earth and is tilting to the northwest; suit seeks compensation from the developer and other parties to cover the repair costs.
Represented PAG Real Estate as head of a consortium purchasing three office towers and associated retail facilities in Beijing and Shanghai for approximately US$756 million. The consortium included China Merchants Shekou Industrial Zone holdings Co., Ltd. (CMSK) and took the form of a limited partnership, with PAG Real Estate holding an 80% LP interest.
Advised North American cabinet maker RSI in its US$1.075 billion merger with kitchen cabinet and vanity manufacturer American Woodmark; the deal combines RSI’s low cost manufacturing with American Woodmark’s logistics and service capabilities, as well as broad product line. Over the past two decades, O’Melveny has represented RSI in numerous transactions and litigation, advising on M&A, finance, capital markets, executive compensation, tax, IP, environmental compliance and litigation, real estate, labor and employment, products liability litigation, regulatory compliance, and other matters.
In one of 2017’s largest real estate M&A deals, counseled Sabra in its US$7.4 billion merger with Care Capital Properties Inc., forming a health care real estate investment trust with a portfolio of 564 investments across 43 US states and Canada.
Telecommunications and Technology
Serving as lead trial counsel for both AT&T and Time Warner in a suit filed by the DOJ’s Antitrust Division to block their landmark US$85.4 billion merger; the deal aims to combine content, wireless service, and TV distribution. O’Melveny’s track record against the DOJ includes its successful defense of US Airways in its 2013 merger with American Airlines, which resulted in a favorable settlement for the airlines.
Represented CA in its US$614 million acquisition of software code security specialist Veracode; the combination strengthens CA’s offering in application development and testing.
Investigated allegations that internet, cable television, and telephone customers across the US were overcharged for services they ordered or billed for services they never agreed to; report issued found no evidence of fraud or wrongdoing by any member of management.
Advised Conexant, a developer of voice and audio processing solutions, in its US$340 million sale to Synaptics, Inc., which specializes in hardware and software used to help people interact with devices like smartphones and tablets.
Advised DigitalGlobe, the global leader in high-resolution satellite Earth imagery, on its US$3.6 billion merger with Maxar Technologies Ltd. (formerly MacDonald, Dettwiler and Associates Ltd.).
Advised Oregon-based Mentor, maker of electronic design automation software, on its US$4.5 billion sale to German industrial giant Siemens; the combination helps Siemens further expand with the rise of Internet of Things, high-speed communications, and the cloud. On the litigation front, scored a major victory for Mentor when the Federal Circuit not only affirmed a US$36 million jury verdict against rival Synopsys for patent infringement but permitted Mentor to pursue additional patent claims that a lower court had improperly removed from the case.
Favorably settled shareholder litigation claiming the company misled investors about its relationship to a distributor and inflated stock prices ahead of a stock offering.
Obtained dismissal with prejudice in a case accusing Niantic’s wildly successful Pokémon Go application of infringing four patents related to navigation and mapping technology. The district court found that all 44 asserted claims in the four asserted patents are directed to an abstract idea and disclose no inventive concept.
Counseled TTM in its US$775 million acquisition of radar components maker Anaren Inc. from private equity firm Veritas Capital; the purchase will strengthen TTM’s position in the aerospace, defense, networking, and communications sectors.
Counseled Ultratech, a supplier of lithography, laser-processing, and inspection systems used to produce semiconductor devices and LEDs, in its US$815 million sale to Veeco Instruments Inc.
Transportation
Represented either the airline, financer, or developer in nearly a dozen terminal and other facilities projects at airports around the US, including the Kansas City Airport, San Diego Airport, Houston-Bush Intercontinental Airport, New York LaGuardia Airport, Denver International Airport, Westchester County (New York) Airport, Paine Field Airport, JFK Airport, Ontario International Airport, and Los Angeles International Airport.
Counseled Alaska Airlines on its US$4 billion acquisition of Virgin America—creating the fifth largest airline in the US. Getting the deal done required skillful negotiations with Department of Justice officials to secure merger clearance and with private plaintiffs to settle a civil antitrust lawsuit just days before trial was set to begin in the Northern District of California. Ultimately, Alaska Airlines obtained government clearance of the transaction with a very limited remedy. Following the merger, we participated in negotiations to establish the first joint collective bargaining agreement with the pilots’ union; when talks broke down, we assisted Alaska Airlines in obtaining an exceptional result through arbitration.
Achieved a number of victories for American Airlines in 2017, including:
- Obtaining dismissal of hot-button discrimination claims brought by an Asian-American passenger who claimed he was bumped from a flight to make room for white passengers.
- Dismissing a putative class action filed by 27 pilots in a dispute over an arbitration panel’s decision about how to integrate the seniority lists of American and US Airways pilots following their merger; the plaintiffs—who alleged that the way the arbitration was conducted had violated the McCaskill Bond Amendment to the Federal Aviation Act and their union’s federal duty of fair representation—sought an order from the court vacating or reforming the seniority list, which already had been implemented and would have been virtually impossible to unwind. The court declined to do so and dismissed the case.
Secured a significant ruling under the Railway Labor Act (RLA) when the US District Court for the District of Columbia issued a preliminary injunction prohibiting the International Brotherhood of Teamsters and its member pilots from engaging in any slowdown activities designed to give the union greater leverage in ongoing collective bargaining negotiations. Atlas Air and Polar Air are subsidiaries of Atlas Air Worldwide, the world’s largest air cargo outsourcer and the largest provider of commercial airlift for the US military.
Serving as issuer’s counsel for American Honda Finance Corp. and designated underwriters’ counsel for Nissan Motor Acceptance Corp., Hyundai Capital America, and Toyota Motor Credit Corp.’s medium term note debt program. In the last year, we have handled a dozen debt offerings for these companies raising more than US$17 billion.
Advising CIMC on its proposed US$450 million spin-off of 78.15% issued share capital of Pteris Group to Hong Kong-listed China Fire Safety (CFE). CIMC, a controlling shareholder of Pteris and CFE, manufactures and sells transportation equipment, such as containers, transport vehicles, and airport ground-handling equipment. The main purpose of the transaction is to consolidate CIMC’s airport facilities equipment businesses.
Reversed a US$3.4 million verdict awarded to the wife of a mechanic allegedly exposed to asbestos brought home on his work clothes and a US$3 million jury verdict in a suit alleging a design defect in a Ford Ranger pickup truck.
Defeated motions for a new trial following a 2016 jury verdict that held trip-booking giant Sabre Inc. liable for unreasonably restrained trade—a victory not just for client US Airways but for an entire industry held hostage by Sabre’s software. Sabre’s appeal and US Airways’ cross-appeal are fully briefed and awaiting an oral argument date from the Second Circuit. District court has deferred ruling on our motion for attorneys’ fees until the appeal and cross-appeal are decided.
Pro Bono
Filed a US Supreme Court amicus brief in the politically charged Masterpiece Cakeshop case involving a Christian baker’s refusal to serve a same-sex couple to underscore that business owners have, as our brief put it, the “First Amendment right to pick their message, but not to choose their customers based on sexual orientation.” Media commentators described the “strikingly concise and clarifying” brief as “perhaps the most valuable” among the nearly 100 amicus briefs filed in the case.
Secured an historic victory for hundreds of thousands of Pennsylvania schoolchildren, convincing the Pennsylvania Supreme Court to overturn 40 years of precedent; reversed lower court and ordered a trial on whether state officials are violating the state’s constitution by failing to adequately and equitably fund public education.
Co-counseled with the ACLU to permanently enjoin Kentucky law requiring medical professionals to perform ultrasounds before an abortion and describe the images, even over patient objections; US District Court for the Western District of Kentucky granted summary judgment and found the law unconstitutional, marking a significant victory for reproductive rights.
Achieved Ninth Circuit win overturning Board of Immigration Appeals (BIA) decision to deport Guatemalan immigrant with signs of mental illness; BIA instructed to remand case to an immigration judge for a new hearing to assess immigrant’s mental capacity, setting an important precedent for immigrants suffering from mental illness.
Represented New York-based Rainforest Alliance in a merger with Dutch NGO UTZ to create the world’s largest conservation organization dedicated to the certification of sustainably sourced forestry and agricultural products around the globe; the combined organization—which retains Rainforest Alliance’s name, green frog logo, and New York City headquarters—consists of 450 full-time employees spanning 24 countries.
O’Melveny filed an amicus brief in the Supreme Court on behalf of the Guttmacher Institute and a coalition of social science researchers in Whole Women’s Health v. Cole in support of Whole Women’s Health’s challenge to two regulations on abortion clinics enacted by the Texas Legislature. The brief argued that, according to extensive social science research, the types of regulations at issue not only do nothing to protect women’s health, but are in fact affirmatively harmful to women. The Supreme Court agreed and struck down the regulations. Justice Ginsburg’s concurring opinion cited O’Melveny’s brief twice.
Jointly staffed pro bono matters and clinics with O’Melveny attorneys and in-house counsel to help immigrants, low-income entrepreneurs, non-profit organizations, veterans, and LGBTQ individuals; worked in collaboration with firm clients, including Bank of America, Chubb Insurance, City National Bank, CoreLogic, Disney, Edwards Lifesciences, Fox, Oaktree Capital, Opus Bank, Pfizer, Southern California Gas Company, Warner Bros., and others.
Social Responsibility
Each year, O’Melveny supports more than 200 nonprofit organizations worldwide. In 2017, we donated more than US$140,000 for disaster relief through office-wide drives, employee donations, and a 2:1 matching campaign by the firm for those affected by Hurricanes Harvey, Irma, Maria, and the earthquake in Mexico. The donations supported Direct Relief, the American Red Cross, Community Foundation of the Virgin Islands, and Women’s Coalition of St. Croix.
In 2017, the firm gave nearly US$300,000 in scholarships to dozens of students who excel academically but need a helping hand to realize their dreams of attending college or becoming practicing lawyers. 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.
In 2017, O’Melveny launched a new program called “Giving Back,” which allows eligible employees to take one paid day off every year to volunteer with a qualifying nonprofit organization of their choice. Last year, the firm contributed nearly 250 volunteer hours to local charities in the communities where our employees work and live. This is in addition to the pro bono legal services provided by our attorneys.
O’Melveny lawyers and staff joined forces with Bank of America employees to collect and pack school supplies for orphaned children in Afghanistan. The effort, dubbed “Operation Backpack,” drew volunteers from Northern and Southern California who filled a total of 750 backpacks with supplies donated by Bank of America and O’Melveny. The backpacks were then distributed by another of O’Melveny’s partner non-profits, Operation Gratitude, to children in Kabul.
