Professional Services

Willkie represents accounting firms, financial services companies and law firms, as well as private equity firms and other investors in professional services companies in matters ranging from financing, PE/VC investments and M&A to corporate and IP litigation.

Willkie represents accounting firms, financial services companies and law firms, as well as private equity firms and other investors in professional services companies in matters ranging from financing, PE/VC investments and M&A to corporate and IP litigation.

Business Reorganization and Restructuring

  • Alvarez & Marsal/Arctic Glacier: Represented Alvarez & Marsal, as court-appointed Monitor in Canadian CCAA proceedings and foreign representative in the chapter 15 cases, in connection with the restructuring Canadian packaged ice company Arctic Glacier.  As part of the company’s restructuring, Arctic Glacier was sold for $435 million to HIG Capital, a Miami-based private equity firm. The sale allows secured lenders and all known unsecured claims to be paid in full.  Willkie also advised A&M on environmental, health and safety issues in connection with the sale of Arctic Glacier assets in bankruptcy, as well as other environmental matters.

    Anovo/Butler Capital Partners: Advised Anovo, a European provider of after-sales support solutions throughout its court-supervised reorganization procedure, including its sale to French investment fund Butler Capital Partners. The sale of Anovo, which had €350 million in revenue at deal time, included all of Anovo's sites except for its Italian and Swedish subsidiaries, and was expected to save more than 4,400 jobs.

    BearingPoint Inc.: Represented the liquidating trustee in the successful defense of a $1.8 billion claim related to the BearingPoint Inc. bankruptcy case.

    Ernst & Young/Hollinger, Inc.: Represented Ernst & Young as a monitor in the restructuring of Toronto-based Hollinger, a major publisher of newspapers in Canada and the United States.

    KPMG LLP: Represented accounting firm KPMG in various restructuring cases.

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Government Relations

  • American Institute of Certified Public Accountants (AICPA): Provide ongoing advice and representation of the American Institute of Certified Public Accountants, (AICPA) a major professional association having an active federal political action committee (PAC) and an extensive lobbying program, regarding compliance with federal and state campaign finance, lobbying, and government ethics laws.

    Managed Funds Association: Assisted the Managed Funds Association in analyzing draft provisions of the legislation which became the Dodd-Frank Act, and drafting of possible legislative and explanatory language.

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Litigation, Investigations and Regulatory Matters

  • American Institute of Certified Public Accountants (AICPA): Represented the interests of AICPA in several litigation matters, including:

    • AICPA & NYSSCPA: In a decision shaped by our amicus brief on behalf of the AICPA and the NYSSCPA, the New York Court of Appeals handed a major victory to accounting professionals by clarifying the scope of the imputation doctrine, the in pari delicto defense, and the “adverse interest” exception in the context of suits by companies against their auditors for failing to prevent management fraud. The decision came on questions certified by two different courts in which shareholder plaintiffs argued that the misconduct of their companies’ respective managers should not be imputed to their companies because the managers had sought to benefit themselves through increased compensation or inflated stock value, and therefore were acting adversely to their employers.

    Austin Industries. v. William M. Mercer, Inc.: Represented Mercer, a wholly owned subsidiary of Marsh & McLennan, in a professional malpractice suit related to its actuaries.

    In re The Bear Stearns Companies Inc. Securities, Derivative, and ERISA Litigation (S.D.N.Y.): Represented Bear Stearns senior official in class action litigation and related matters arising out of writedowns of subprime-related financial instruments and events leading to acquisition by JPMorgan.

    In re Bennett Companies Investors Litigation, No. 96-601927 (N.Y.S. Ct.): Represented defendant broker in $570 million securities class action arising out of alleged accounting irregularities and Ponzi scheme at Bennett Funding.

    Bielfeldt v. KPMG: Secured an appellate victory for KPMG that reversed and vacated in its entirety a $17.6 million jury verdict that found for a plaintiff alleging KPMG was negligent in its preparation of his tax returns causing him $300 million in damages.

    Big Four Accounting Firm: Serving as National Coordinating Counsel for a Big Four accounting firm in its civil tax shelter litigation and related federal and state governmental investigations.  From 1997 through 2001, the accounting firm sold tax shelters to hundreds of wealthy individuals.  Many of these shelters were subsequently disallowed by the IRS.  Former tax shelter clients have sued the firm in cases brought all over the country, seeking fees, transaction costs, back taxes, interest, and penalties totaling in the billions of dollars.  As National Coordinating Counsel on these matters, we directly represent the accounting firm as lead counsel on many of the matters, and also reviews and directs the work of many prominent national and regional law firms that are defending the accounting firm in other individual tax shelter cases and related governmental investigations across the country.

    Brice, Vander Linden & Wernick, P.C.: Representing Brice, Vander Linden & Wernick, P.C. in a U.S. Trustee investigation of structured financing transaction issues.

    Duoyuan Global Water, Inc./Grant Thornton Ltd.: Represented leading accounting advisory company Grant Thornton International in a securities class action against Duoyuan, a China-based water treatment technology supplier, and its auditors and others alleging the perpetration of a fraud in connection with DGW’s U.S. IPO and a follow-on share offering. Willkie successfully obtained a dismissal in the securities class action and the complaint against Grant Thornton.

    In re Fannie Mae Securities Litigation, No. 1:04-CV-01639 (D. D.C.): Representing auditor in audit committee investigation, securities class actions, derivative litigation, and SEC proceedings arising out of accounting issues at Fannie Mae.

    Footstar, Inc. Securities Litigation: Represented defendant accounting firm in $65 million securities class actions, shareholder derivative litigation, and bankruptcy litigation arising out of accounting issues at Footstar.

    Former Ernst & Young LLP Audit Partner: Successfully secured dismissal after an 8-day administrative hearing of  SEC allegations of improper professional conduct against former Ernst & Young LLP audit partner.

    Global Accounting Firm, Foreign Affiliate: Representing a foreign member of a global accounting firm network in an SEC enforcement investigation relating to potential independence matters, auditing issues and financial fraud regarding a foreign company client registered with the SEC.

    GSP Finance LLC v. KPMG LLC: Represented KPMG in an action stemming from the financial challenges and bankruptcy of the Texas Rangers. In a suit filed in the New York State Supreme Court in March 2011, lender GSP Finance alleged that KPMG disregarded its professional duties and committed fraud in 2007 by issuing a clean audit for the  Rangers’ owner Hicks Sports one year before they defaulted on a loan, thereby preventing Hicks Sports’ lenders from recovering the full value of their loans.

    The Hartz Mountain Corp. v. BDO Seidman, LLP, No. 96 Civ. 3042 (S.D.N.Y): Represented BDO Seidman in $15 million securities action arising out of tender offer for nonpublic company.

    H&R Block: Successfully represented H&R Block in its motion to dismiss a suit brought by a class of investors who alleged that Block committed securities fraud by concealing from investors 20 class action lawsuits relating to the company’s Refund Anticipation Program (RAL). The suit, which was brought under Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, was particularly significant because it adopted the little-used “truth on the market”' defense to a securities fraud claim.

    H&R Block/2SS Holdings: Representing H&R Block in its response to the DOJ’s civil suit seeking to block a $288 million deal by H&R Block to acquire 2SS Holdings, maker of TaxAct software.

    Just For Feet, Inc. Securities Litigation: Represented defendant accounting firm in $1.1 billion securities class actions, Alabama state court proceedings, bankruptcy trustee litigation, and parallel SEC and Department of Justice investigations arising out of accounting issues at Just For Feet.

    Kemin Industries, Inc. v. KPMG Peat Marwick, No. 96-1093 (S. Ct. IA):  Represented AICPA as amicus curiae participant before Iowa Supreme Court in appeal seeking to overturn jury verdict in action against accounting firm brought by Kemin Industries.

    Kirschner v. KPMG LLP and Teachers’ Retirement System of Louisiana v. PricewaterhouseCoopers LLP: Represented AICPA and the NYSSCPA as amicus curiae before the New York Court of Appeals in obtaining clarification of the scope of the imputation doctrine, the in pari delicto defense, and the "adverse interest" exception in the context of suits by companies against their auditors for failing to prevent management fraud.

    KPMG, Anadarko Petroleum Corporation/Deepwater Horizon: Representing KPMG in an SEC investigation into the contingent liability accounting of its audit client Anadarko Petroleum in connection with the 2010 Deepwater Horizon explosion in the Gulf of Mexico.

    KPMG: Secured an appellate victory for KPMG that reversed and vacated in its entirety a $17.6 million jury verdict that found for a plaintiff alleging KPMG was negligent in its preparation of his tax returns causing him $300 million in damages. (The lower court had reduced the jury’s verdict to $9.9 million.) Both sides appealed. In the lengthy opinion that borrowed heavily from Willkie’s appellate briefs, the Illinois court of appeals held that the plaintiff “failed to prove the essential element of quantifiable injuries and measurable damages . . . .” Specifically, the court of appeals stated:  “the purported financial injury resulting in overpaid taxes based on the rejected amended tax returns [i.e., the claimed tax refunds] was purely hypothetical” and described the plaintiff’s trial evidence as “speculative.”

    Sharp International Corp. v. KPMG LLP: Represented KPMG in professional malpractice cases brought by bankruptcy trustee and lenders of defunct watch company.

    William Fry/Madoff Feeder-Funds Litigation: Secured federal court dismissal, on the basis of forum non conveniens, of claims against Irish law firm William Fry brought by a proposed class of investors in Madoff feeder-funds. Plaintiffs alleged that defendants, as lawyers to certain foreign funds that steered money to Madoff entities, aided and abetted breaches of fiduciary duty and unjust enrichment. The gravamen of the case was that defendants ignored a multitude of red flags that should have caused them to discover Madoff’s fraud, conduct further due diligence, and/or alter investment decisions with respect to Madoff Securities.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • AlixPartners/Jay Alix/CVC Capital Partners: Represented Jay Alix, founder of AlixPartners, in the acquisition, alongside three other investors, of an ownership stake in the business from CVC Capital Partners, a transaction valuing AlixPartners at more than $2.5 billion.

    ASM/Apax Partners/Leonard Green/CVC:  Represented management of Advantage Sales & Marketing LLC (ASM), a leading retail marketing outsourcing company, in Apax Partners’ sale of a majority stake in ASM to affiliates of private equity firms Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners.

    Ekkio Capital/Inventoriste: Represented Ekkio Capital and inventory outsourcing company Inventoriste in acquisition of leading independent provider of inventory outsourcing in Germany Sigma Inventuren und Bestandskontrollen GmbH.

    GL events/Polygone/Sofina: Advised GL events and Polygone in the sale of its interest to Belgium-based investment company Sofina. The acquisition of the interest in GL events will be facilitated through two successive capital increases valued at approximately €72 million.  In addition, Sofina will acquire an 8.4% stake in Polygone's equity.

    HOV Services Limited/SOURCECORP: Acted as international counsel to HOV, a leader in global business process outsourcing (BPO), in its merger with SOURCECORP, a portfolio company of Apollo Management V, L.P. The combined entity became SourceHOV Inc., a Delaware corporation and one of the largest BPO and professional services consulting companies.

    IK Investment Partners/B2S Group: Represented IK Investment Partners in its acquisition of a significant minority stake in leading customer services outsourcing company B2S Group.

    IK Investment Partners/I@D Holding: Represented IK Investment Partners in its acquisition, with Five Arrows Principal Investments, of I@D Holding, a platform for independent real estate agents in France.

    Ivalis/Kamino:  Represented inventory outsourcing specialist Ivalis Group in its merger with Kamino

    PAI partners/IPH: Advised PAI partners in its agreement to acquire IPH, the French leader in industrial supply distribution, from Investcorp.

    PayScale/MarketPay: Represented PayScale, a Warburg Pincus portfolio company, in its merger with MarketPay.

    Promotion Execution Partners/WPP: Represented Promotion Execution Partners (PEP), a marketing management and procurement company, in its pending acquisition by WPP.

    TA Associates/Onlineprinters: Advised global growth private equity firmTA Associates on the investment in Onlineprinters GmbH, one of Europe’s largest online printing companies.

    Warburg Pincus: Advised on a number of key transactions with the following professional services organizations:

    • ACAMS: Represented Warburg Pincus and the Association of Certified Anti-Money Laundering Specialists (ACAMS) in the $330 million sale of ACAMS to Becker Professional Education.
    • Ascential Service Corporation: Advised an affiliate of Warburg in its acquisition of Ascential Service Corporation.
    • FacilitySource, Inc.: Advised an affiliate of Warburg on its acquisition of a 76.1% interest in FacilitySource, a leading provider of facility maintenance and management support services.
    • Liaison International: Advised Warburg Pincus in connection with its acquisition of Liaison International.
    • Payscale, Inc.: Assisted an affiliate of Warburg Pincus in its majority investment of up to $100 million in PayScale, a  cloud compensation data and software-as-a-service firm, to recapitalize the company and  fund growth initiatives.

    Worldwise Holdings, Inc./Mistral Equity Partners: Advised Worldwise on its acquisition by Mistral Equity Partners.

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Other Significant Matters

  • AlixPartners, LLP: Advised AlixPartners, LLP and London-based private equity firm CVC Capital Partners in a recapitalization whereby funds affiliated with CVC purchased a majority ownership of AlixPartners.

    American Institute of Certified Public Accountants (AICPA/CPA2Biz): Drafted and negotiated a portal agreement with CPA2Biz on behalf of AICPA.

    Imperial Parking Corporation (Impark): Represented Special Committee of the Board of Directors of Canada-based Impark in connection with its exploration of strategic alternatives and ultimate sale to a party unrelated to its 31% stockholder.

    Neopost S.A.: Advised this supplier of mailroom equipment in two offerings: a combined Paris Bourse listing and Rule 144A offering of ordinary shares, and a Rule 144A offering of subordinated debt.

    Sodexo: Advised Sodexo on both U.S. and French aspects of privately placing $600 million in senior unsecured fixed-rate notes of three series with institutional investors in the United States.

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