Weil Grows Its New York Office; Wins Appellate Victory For Client

Thursday, February 14, 2013 - 15:39

Paul J. Wessel has joined Weil’s New York office as a partner and leader of the Executive Compensation and Employee Benefits practice group. 

Mr. Wessel has 25 years of experience handling executive compensation and employee benefits matters for corporations and private equity firms in all types of transactions. He has extensive experience in advising public companies and their boards of directors on compensation matters and he also regularly counsels clients on the compensation and benefits aspects of bankruptcy and restructuring matters. Mr. Wessel joins Weil from Milbank, Tweed, Hadley & McCloy LLP, where he was head of the Executive Compensation and Employee Benefits Group.  He is ranked as a leading employee benefits lawyer in Chambers USA and other legal surveys. 

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Allison R. Liff will join Weil’s New York office as a partner in the Banking & Finance practice group.

Ms. Liff joins Weil from Goldman Sachs, where she was managing director and associate general counsel responsible for leveraged finance, middle market financing, restructuring, and the bank debt portfolio group. Before joining Goldman Sachs, Ms. Liff was an associate in Weil’s Banking & Finance practice group in the Corporate Department, where she assisted with the representation of arrangers, financial sponsors and corporate clients in syndicated loans, leveraged acquisition financings and restructuring matters.

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Weil obtained a major appellate victory for eBay Inc. on January 29, 2013, when the California Court of Appeal upheld the trial court’s June 2011 ruling in favor of eBay in a case involving eBay’s right to suspend user accounts. Having previously dismissed eight other causes of action brought against eBay, the trial court dismissed the final claim for intentional interference with prospective economic advantage. The Court of Appeal affirmed that decision in Ruins-CA & Genesta v. eBay Inc., G045540 (2013). 

At issue was whether eBay could be held liable under different state-law theories for suspending the plaintiffs’ user account after eBay received third-party reports that the plaintiffs were misrepresenting goods offered for sale on eBay’s site. The trial court held that plaintiffs, sellers of vintage textiles and fabrics, failed to state any cognizable claims against eBay and, in doing so, ruled that the eBay User Agreement provided eBay the legal right to suspend the plaintiffs’ account. The trial court also rejected the plaintiffs’ allegation that eBay violated California antitrust laws by prohibiting the plaintiffs from continuing to do business on eBay. 

On appeal, the Court of Appeal held that the plaintiffs failed to state any legally cognizable claim against eBay for intentional interference with prospective economic advantage and specifically rejected plaintiffs’ allegations that eBay engaged in anticompetitive conduct that resulted in any tortious acts of interference.

The Weil litigation team was led by partner Christopher Cox in Silicon Valley and counsel Mark Fiore in New York. Partner Bruce Colbath in New York and counsel Gregory Hull in Silicon Valley assisted the team. 

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In a transaction valued at approximately $24.4 billion, Dell Inc. has announced it has signed a definitive merger agreement under which Michael Dell, Dell’s founder, chairman and CEO, in partnership with global technology investment firm Silver Lake, will acquire Dell. Under the terms of the agreement, Dell stockholders will receive $13.65 in cash for each share of Dell common stock they hold, which represents a premium of 25 percent over Dell’s closing price on January 11, 2013, the last trading day before rumors of a possible going-private transaction were first published.

After Mr. Dell first approached Dell’s board of directors in August 2012 with an interest in taking the company private, a special committee was formed. Acting on their recommendation, the Dell board of directors unanimously approved a merger agreement under which Michael Dell and Silver Lake Partners will acquire Dell and take the company private subject to a number of conditions, including a vote of the unaffiliated stockholders. 

The merger agreement provides for a 45-day “go-shop” period, during which the special committee – with the assistance of Evercore Partners – will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals.

Mr. Dell, who owns approximately 14 percent of Dell’s common shares, will continue to lead the company as chairman and CEO and will maintain a significant equity investment in Dell. Dell will continue to be headquartered in Round Rock, Texas. 

J.P. Morgan and Evercore Partners are acting as financial advisors, and Debevoise & Plimpton LLP is acting as legal advisor to the special committee of Dell’s board of directors.

A Weil team led by New York Corporate partner Michael Aiello, and including Corporate partner Matthew Gilroy as well as Corporate associates Frank Martire and Damali Peterman, is representing Evercore Partners.