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    January 14, 2011  
Wolff in the Midst


Strategic M&A and consolidation among pharma/health care, telecom, emerging technology, and real estate investment trusts (REITs, if you want to sound suave) is set to accelerate in ’11, says Skadden dealmaker extraordinaire Ken Wolff.

Skadden dealmaker Ken Wolff

Ken's M&A practice reaches many sectors, with a recent emphasis on REITs, private equity, and health care, evenly mixed between public and private deals. He tells us his team repped REIT HCP in its $6.1B December acquisition of the senior living facilities of ManorCare. By selling all its property and entering into a long-term leaseback, HCP added a significant revenue stream. (At an initial triple net rent of $472.5M, it’s the largest commercial lease ever in the U.S. and a groundbreaking transaction for the REIT industry given the lease size and scope.) Ken tells us he expects to see this model replicated frequently in the new year as REITs, particularly those with similar financing structures and maturing CMBS loans, seek to reduce debt and monetize their real estate assets, while retaining revenues from operations.

Skadden dealmaker Ken Wolff with Jets hat
As both a Skadden partner and passionate Jets fan, it's been a winning season for Ken. This busy dealmaker spent close to a month in Brazil between March and July on several deals: repping Pfizer in its acquisition of an initial stake in Brazilian generic drug specialist Laboratório Teuto; Apax Partners in its $1B acquisition of a controlling interest in TIVIT, a leading IT and business process outsourcing firm; and investment management and corporate advisory firm Pátria Investimentos in its sale of a 40% stake to Blackstone. Ken expects Brazilian M&A, bolstered by its sophisticated business and legal markets, to continue throughout ’11.
Ken Wolff with bonefish
Every year Ken and his lawyer turned i-banker wife take their son, 8, and daughter, 5, on a family trip around Memorial Day. This year, the saltwater fly fisherman hooked a 115 lb tarpon at Cheeca Lodge in the Keys. But his favorite fly game is the elusive grey ghost of the flats: the bonefish. This pic is from a successful outing two years ago in Andros Island. Ken says to nab one of these undersized but tough fighters, you need a carefully planned strategy, expert casting skill, and a keen eye for distant ripples. Despite the uphill battle, he wrangled more than a dozen. With the help of Skadden's M&A department, those bonefish are merging later this week to become a skeleton fish.

Day Pitney leading private wealth management advisers Warren Whitaker and Dina Sanna

Up to two million Americans with undeclared, off-shore accounts have cost the US Treasury $100B in lost tax revenue, according to the IRS. So the tax agency has issued new regulations incentivizing more people to come forward to avoid potential criminal penalties. Day Pitney's leading private wealth management advisers Warren Whitaker and Dina Sanna, colleagues for five years, tell us they’ve used their trust, estates, and tax expertise to help over 50 clients navigate the voluntary disclosure program over the last two years. Warren says the IRS used to allow anonymous disclosure negotiations through an attorney. But after its successful UBS investigation, the agency implemented a harsher program that eliminated anonymity and required payment of interest, six years of back income tax with interest, and penalties including 20% of the highest account balance for the last six years. Though that program officially ended in ’09, Warren says the IRS is still following the same procedures; however, he expects stiffer penalties in the next iteration which is expected to be announced shortly.

Day Pitney's Warren Whitaker with Picasso forgery

With a focus on multinational, cross-border trusts and estates work, Warren is overseas about eight times a year and in London on about half of those trips. He became involved with the Shakespeare Globe Theatre eight years ago while working with its former CEO, Peter Kyle O.B.E. (the title's not just for David Beckham, apparently), and now sits on its US board. Warren showed us this Picasso, once thought to be an original, hanging on his office wall. It turned out to be a $100 forgery by the artist’s gardener. After law school at Columbia, this Harlan Fiske Stone Scholar spent a year working in Paris and now speaks the language well enough to give speeches on topics like US divorce law and taxation of trusts in French. He tells us he pens his speeches in English, translates them, and practices 15 times before delivering.



Kurzon Strauss's co-founders Jesse Strauss and Jeff Kurzon

After meeting on the Obama campaign, Jesse Strauss and Jeff Kurzon officially launched their firm, Kurzon Strauss, last night at a DCTV loft in a Chinatown firehouse (though no poles were in sight). The four attorney firm has been open for business since October and Jesse says business has been good. He’s already working on several cases, including representation of an LLC investor from whom a now imprisoned and judgment proof co-member stole at least $900k. Jesse developed his litigation chops over a five year period at both Blank Rome and more recently Labaton Sucharow, while Jeff became a seasoned transactional attorney during six years as an associate in Sidley Austin. We navigated the 100 person crowd to the cooler of Pabst Blue Ribbon (PBR) on top of which Jesse had penned his motto: Principle Based Representation. He says he won’t use the legal system as a baseball bat to bludgeon opponents. Instead, he’ll strive to run a practice that utilizes the courts to resolve disputes, not perpetuate them.

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