Editor: Tell us about King & Spalding, your role in the firm and practice areas covered in the Atlanta office.
Prince: Celebrating more than 128 years of service, King & Spalding is an international law firm that represents a broad array of clients, including half of the Fortune Global 100. We have over 800 lawyers in 17 offices in the United States, Europe, the Middle East and Asia. The firm also represents hundreds of clients with new ventures and small to mid-market companies.
We have handled matters in over 160 countries on six continents. Our lawyers are consistently recognized for the results we obtain, our uncompromising commitment to quality and our dedication to understanding the business and culture of our clients.
I serve as managing partner for our Atlanta office. In that role, I have my hand in a wide variety of areas, including strategic growth of the Atlanta office, client relationships, administrative matters and our office’s involvement in the Atlanta community.
As a firm, our lawyers work across offices without regard to geographic boundaries. That said, we have over 300 lawyers sitting here in our Atlanta office, covering a broad array of practice areas, including business litigation, corporate, finance, financial restructuring, healthcare, intellectual property, real estate capital markets, special matters/investigations, tax, and tort/environmental litigation.
Editor: Tell us about your professional background and why you came to Atlanta.
Prince: I grew up in Newnan, Georgia, did my undergrad at Wake Forest University and came back home to the University of Georgia for law school. Coming out of law school, professionally, I wanted an opportunity for great training/mentoring as an aspiring corporate lawyer, an opportunity to practice at the top of our profession with growing companies, and a firm with a collegial atmosphere. Personally, my wife and I wanted a livable city and an inviting place to raise a family – a place with strong education opportunities. We came to Atlanta, and I joined King & Spalding right out of law school, some 23-plus years ago. At the end of the day, we found all we hoped for and more – both professionally and personally.
In terms of my practice, I am a partner in our firm’s corporate practice group. I would break my practice down into three areas: (1) securities transactions, such as IPOs and other capital-raising transactions; (2) mergers and acquisitions; and (3) counseling for public companies and their boards of directors on SEC, governance and other corporate matters. With all the regulatory focus on governance issues over the last 10-plus years, really dating back to Enron, it has been an interesting and dynamic area of practice.
Editor: We understand that King & Spalding has played a key role in Atlanta’s efforts to establish itself as a venue for international arbitration. Can you elaborate?
Prince: Lawyers at King & Spalding have played a key role in the city of Atlanta’s efforts to establish itself as a venue for international arbitration. King & Spalding is a founding member of the Atlanta International Arbitration Society, and several of our lawyers played a significant role in organizing and speaking at the society’s first annual conference in 2012, making it a huge success – nearly 200 people from 17 U.S. states and 19 foreign countries attended the three-day event. King & Spalding lawyers are again taking the lead in organizing the Society’s second annual conference, which will take place in April 2013. In addition, our lawyers worked on a committee to draft a new international arbitration code for the state of Georgia, which Governor Nathan Deal signed into law in May last year. The new law modernizes Georgia’s international arbitration code and sets up Atlanta to become one of the leading global destinations – along with New York, London, Paris, Singapore, Dubai and The Hague – for the settlement of complex disputes between international companies.
Editor: Your firm’s Atlanta office has impressive litigation capabilities. Can you describe some recent successes and tell us about your firm’s Discovery Center?
Prince: Our litigators continue to receive accolades and recognition for the great results achieved on our clients’ most important matters. For example, American Lawyer named King & Spalding one of the top three U.S. litigation firms in the 2012 Litigation Department of the Year survey. Benchmark Litigation selected King & Spalding as U.S. South Product Liability Firm of the Year; named Chilton Varner as Georgia Litigator of the Year; and awarded our work representing GlaxoSmithKline in a series of cases involving the antidepressant medication Paxil as Georgia Case of the Year.
Regarding specific cases, let me highlight just a few:
We represent R.J. Reynolds in hundreds of “Engle progeny” cases in Florida. Our team has been tremendously successful in trying these difficult cases (average demand is $25 million) and achieving significant appellate decisions.
In a landmark case described as “one of the most important legal battles to hit the technology market in recent years” and that the judge in the case called “the World Series of IP Cases,” Oracle sued Google for infringement of seven patents and several copyrights. Our IP litigators earned a significant trial victory for Google.
We successfully defended Indian automobile manufacturer Mahindra & Mahindra in litigation brought in the United States District Court for the Northern District of Georgia and in related litigation and in international arbitration in London. Our lawyers succeeded in having the Georgia litigation dismissed in favor of arbitration in London under the Rules of the United Nations Commission on International Trade Law.
Let me shift gears to a real gem here in Atlanta – our Discovery Center. For nearly 20 years, our firm has been at the forefront of developing high-quality, cost-effective solutions to the challenges of collecting, reviewing and producing documents. As a primary part of these efforts, we created our Discovery Center in Atlanta in 1995 at the request of a client. It has been in continuous operation ever since, serving more than 200 companies, including some of the largest in the world. Today, it has more than 225 lawyers and 250 team members dedicated solely to discovery, due diligence and other document-related matters. We recognized long ago that top-notch document work is critical to the success of our clients’ legal matters, so we combined state-of-the-art technology with unmatched experience to meet our clients’ high expectations. The growth of our Discovery Center to one of the largest review centers in the country is the best evidence of our clients’ satisfaction.
Editor: On the transactional side, what are your M&A lawyers’ views about the deal market in Atlanta and the Southeast? Recent transactions?
Prince: The Southeast continues to be a solid market for M&A activity. Despite the challenging macroeconomic environment for M&A generally, we have many healthy and growing strategic acquirors, as well as active private equity firms. As in other parts of the country, with more challenging headwinds over the past few years, acquirors in the Southeast are more focused on deals that fit strategically and are more thorough in their diligence and review of deals than in the past.
Our firm has been a go-to corporate/M&A firm for decades, and we remain active on the M&A front in Atlanta and the Southeast. For example, we are representing Total System Services in a $1.4 billion acquisition of NetSpend, a leading provider of prepaid debit cards. Over the past year, we have worked with strategic acquirors such as Carmike Cinemas, The Coca-Cola Company, Home Depot, HD Supply, LexisNexis and Roper Industries on a number of transactions, and we have worked with private equity funds such as Roark Capital, Arcapita, and Argonne Capital on their deals. We also assisted in the sale of Winn-Dixie Stores and Krystal Restaurants to private equity buyers.
Our firm's M&A practice is national and international in scope. Nationally, in addition to our representation of Southeastern-based companies and private equity funds, our Atlanta office is active in representing many companies and funds based outside the Southeast on their M&A deals, including CVS Caremark, General Electric, Sprint, Lone Star Funds and Highland Capital Management. For example, we are assisting Sprint in its $2.2 billion transaction with Clearwire. Internationally, we frequently represent our Atlanta-based clients in their M&A transactions overseas, and we also represent foreign buyers in their acquisitions in the U.S. In the past few years, our Atlanta office has represented foreign buyers from nearly every country in Europe and the Middle East, as well as Russia and India. We currently are representing a Chinese company in an acquisition of a company based in Georgia.
Editor: What are you seeing in terms of new capital investment in Georgia?
Prince: We have seen encouraging signs of increased economic activity, with both private business clients and governmental clients engaging us to assist in negotiations regarding significant new capital investment in Georgia.
Here are a few highlights from 2012:
We represented Athens-Clarke County in connection with a $210 million financing for the benefit of Caterpillar, Inc. for a manufacturing and distribution facility, which is estimated to provide up to 1,400 new jobs when it reaches full operations.
We completed a project for our client Toyota Industries Compressor Parts America, involving an estimated $350 million capital investment in Jackson County, Georgia relating to an automotive compressor parts manufacturing facility.
We closed on a transaction for our client Baxter Healthcare Corporation, involving an estimated $1 billion capital investment in Social Circle, Georgia for a new biologics manufacturing, support and distribution facility that will create over 1,400 new jobs once fully operational.
In addition to these significant new projects in 2012, we are already seeing some strong economic activity in 2013:
We recently completed a project for Southwire Company involving an estimated $20 million capital investment in Coffee County, Georgia relating to the purchase of a new facility.
We are currently working on a series of transactions for Enova Energy Group throughout Georgia involving the development of several manufacturing facilities to supply demand for energy resources in Europe. Upon completion, these projects are expected to create over 2,000 jobs in rural high-unemployment regions of the state.
Editor: Let’s talk a bit about your practice area, which includes serving as a counselor to public company management teams and boards of directors. What do you see as areas of focus for the upcoming proxy season?
Prince: Ten years ago, proxy statements were 15 or 20 pages long and received very little attention. These days, proxy statements are often 75 pages or longer, and companies draft them with a number of audiences in mind: the SEC, institutional investors, retail investors, employees, the media and proxy advisory services.
While technical compliance with the SEC rules was the primary focus in the past, companies have come to realize that proxy statements receive much more focus in the current environment – with the advent of say-on-pay and other recent developments.
There are three issues I would highlight:
First, there is a growing trend for companies to include “realizable” or “realized” pay disclosure in proxy statements (generally compensation actually earned in the year plus the value of unearned awards at year-end) along with the SEC-mandated summary compensation table, to provide a more complete picture of their compensation practices. Many companies believe the SEC-mandated summary compensation table does not always present compensation in the same way that many people think about it. Companies are evaluating whether to include this type of information.
Second, there is particular focus this year on company policies on hedging and pledging of company securities. Although the SEC has not yet implemented Dodd-Frank rules requiring disclosure of hedging policies, the proxy advisory service ISS has focused on hedging and pledging policies as part of its 2013 proxy analysis. We are working with companies to review their insider trading policies to determine whether changes should be made to limit/prohibit hedging and pledging of company securities by directors and executive officers.
Finally, because proxy statements have significantly increased in scope and size in the past few years, we have worked with companies on improved disclosure to make their proxy statements more easily understood by all stakeholders. Improved drafting techniques include (1) adding a proxy summary to set out, in no more than three or four pages, key information about the board of directors, meeting agenda items and the board’s voting recommendations on each agenda item, and an overview of the executive compensation program and pay for performance connection, and (2) adding tables and graphs to a company’s compensation discussion and analysis to help tell the company’s story, explaining how pay ties to performance. Improving the design, readability and formatting of the proxy statement can make a real difference in how it is perceived by stakeholders.