Wollmuth Maher & Deutsch LLP

Melissa Finkelstein

johnlazar — Fri, 04 May 2012 00:17:13 +0000

Associate

Litigation & Dispute Resolution Group; Corporate and Securities Group

Admitted to bar, 2011, New Jersey; 2012 New York; U.S. District Courts, District of New Jersey. Education: University of Maryland (B.A. 2007); Fordham University School of Law (J.D. 2011). Member, New York State Bar Association, New York City Bar Association, New Jersey Bar Association.

Firm represents Soundview Paper Mills LLC, an Affiliate of Atlas Holdings LLC, In Connection With Its Acquisition of Marcal Paper Mills, LLC, a Tissue and Paper Products Manufacturer and Distributor

johnlazar — Wed, 25 Apr 2012 19:33:52 +0000

The Firm represented Soundview Paper Mills LLC (“Soundview”), an affiliate of Atlas Holdings LLC, in connection with its acquisition of the Elmwood Park, New Jersey based Marcal Paper Mills, LLC (“Marcal”), a tissue and paper products manufacturer and distributor. With the acquisition of Marcal, Soundview is positioned to be a leading world class manufacturer and distributor of finished paper products including tissue, towel and napkin products to retailers, distributors and other customers. The transaction closed on April 21, 2012.

Firm Successfully Blocks Debt Restructuring

johnlazar — Thu, 05 Apr 2012 21:15:41 +0000

The Firm filed a complaint in Delaware Chancery Court on behalf of ORIX Capital Management LLC to block Brookfield Asset Management Inc. and Wells Fargo, as Special Servicer, from attempting to restructure an investment made by ORIX in a $2.8 billion securitized mortgage on the Atlantis Resort in the Bahamas and other properties. Under the proposed transaction, Brookfield would have swapped its $175 million in junior interests in the mortgage loan for 100% of the equity of the Atlantis and the other properties securing the mortgage, while ORIX and other investors senior in priority to Brookfield would have been forced into a multi-year extension of the mortgage loan. After the complaint was filed, Wells Fargo agreed not to pursue the proposed transaction. The case is entitled ORIX Capital Markets LLC v. Brookfield Real Estate Financial Partners, LLC et al., C.A. No. 7392 in the Delaware Chancery Court.

Firm Obtains Important Ruling Against Application of Bankruptcy Code § 546(e) Exemption to Payment on Letter of Credit Supporting Debtor’s Bonds

johnlazar — Wed, 04 Apr 2012 15:47:37 +0000

Bankruptcy Code § 546(e) provides an exemption from preference and fraudulent transfer avoidance for securities “settlement payments” and payments on “securities contracts.” In an important ruling in this developing area, Bankruptcy Judge Mary F. Walrath held that the section 546(e) exemption did not apply to a $33 million payment by The Firm’s client Qimonda Richmond, LLC to cover its reimbursement obligation under a letter of credit issued by Citibank to the indenture trustee for Qimonda industrial revenue bonds that were subsequently repaid by a draw on the letter of credit. Accepting the Firm’s analysis, the Court determined that (1) Qimonda’s payment was not a securities “settlement payment” because it related to Qimonda’s reimbursement obligation under the letter of credit, not the revenue bonds, in that the bonds would have been repaid with or without the Qimonda payment given Citibank’s independent obligation to pay under the letter of credit; and (2) Qimonda’s payment was not a payment on a “securities contract” because, although the letter of credit was a credit enhancement of the bonds, the bonds themselves were “securities” not “securities contracts” under the relevant Bankruptcy Code definitions. In dismissing Citibank’s motion to dismiss, the Court further ruled that the complaint properly alleged that Citibank was not fully secured at the time of the Qimonda payment. (In re Qimonda Richmond, LLC, et al., Case No. 09-10589 (MFW), Adv. Pro. 11-50603 (MFW) (Bankr. D. Dela., decided March 26, 2012)).

A copy of the decision is available here.

Firm Wins Major Statute of Limitations Decision in Countrywide Mortgage-Backed Securities Litigation

johnlazar — Thu, 15 Mar 2012 19:45:11 +0000

In a major development in multidistrict litigation over failed mortgage-backed securities issued by Countrywide Financial, the Firm defeated a motion to dismiss fraud claims of its client Western and Southern Life Insurance Company under the two-year limitations periods of the federal Securities Exchange Act and the Ohio Securities Act. Judge Marianna R. Pfaelzer had previously granted in related cases numerous motions to dismiss under the two-year Exchange Act period. In her Western & Southern ruling, however, Judge Pfaelzer focused on the complaint’s detailed allegations of misrepresentations as to proper transfer of title of loans underlying Countrywide mortgage-backed securities, and found that notice of these misrepresentations arose substantially later than notice of widely alleged misrepresentations as to loan underwriting standards. The decision noted in particular the unique nature of the transfer of title allegations submitted by the Firm on behalf of its client: ”Unlike previous allegations the Court has considered, these claims do not address the risk that an underlying loan will default, but rather the consequences a loan defaults.” (Countrywide Financial Corporation Mortgage-Backed Securities Multidistrict Litigation, No. 2:11-ML-02265-MRP (C.D. Cal., decided March 9, 2012)).

A copy of the decision is available here.

Firm Files Amended Lawsuit on behalf of Lehman Brothers Against Affiliates of Bank of America and Barclays relating to a Multi-Billion Real Estate Group known as Archstone

Ken Miles — Mon, 05 Mar 2012 17:15:44 +0000

On December 15, 2011, the Firm filed a lawsuit on behalf of Lehman Brothers Holdings Inc. and certain of its affiliates, including Archstone LB Syndicated Partner LLC, for an injunction, specific performance and a declaratory judgment, among other relief, against affiliates of Bank of America and Barclays, relating to a multi-billion dollar real estate group of companies known as Archstone. Archstone holds one of the largest residential real estate portfolios in the nation. The parties to the lawsuit, and certain other parties, acquired Archstone in 2007 for a purchase price of approximately $22 billion. Since the acquisition, the parties’ interests in Archstone have been restructured on several occasions. The initial lawsuit related to Bank of America’s and Barclay’s effort to sell their combined approximately 53% interests in Archstone to Archstone’s largest competitor – Equity Residential. On January 20, 2012, Lehman acquired one-half of the Banks’ Archstone interests pursuant to Lehman’s “right of first offer” under the governing documents of Archstone. Following that transaction, Lehman now owns approximately 73.5% of Archstone and the Banks continue to hold approximately 26.5%. On March 5, 2012, Lehman filed its Amended Complaint against the Banks.

A copy of the Amended Complaint is available here.

Firm Files Defamation Action on behalf of the Thoroughbred Retirement Foundation Against Executor of the Paul Mellon Estate

johnlazar — Fri, 06 Jan 2012 16:20:38 +0000

The Firm filed a lawsuit in New York Supreme Court on behalf of the Thoroughbred Retirement Foundation (the “TRF”) against Frederick A. Terry, Jr., an executor of the Paul Mellon estate and long time attorney at Sullivan & Cromwell. The TRF, a New York charitable corporation, is the oldest and largest organization in the world dedicated to rescuing and providing homes for thoroughbred horses no longer able to compete on the racetrack and that may otherwise be subject to neglect, abuse and slaughter. The TRF is supported and recognized by virtually all major stakeholders in the thoroughbred breeding and racing industry and has historically partnered with leading industry organizations to promote the interests of retired thoroughbred race horses. A small but significant portion of the TRF’s budget is provided by a $7 million endowment created under the will of Paul Mellon, well-known philanthropist, horseman and owner of Kentucky Derby winner, Sea Hero, and other American and European champion thoroughbreds. As part of an effort to take control of the TRF from its current directors and officers, Defendant Terry published a letter falsely accusing the TRF of making misleading financial disclosures and improperly using distributions from the Mellon endowment. Defendant’s false allegations have adversely impacted the TRF’s fundraising efforts. The Complaint alleges claims for libel and slander and seeks both compensatory and punitive damages. [The Thoroughbred Retirement Foundation v. Frederick A. Terry, Jr., Index No. 150012/2012]

A copy of the Complaint is available here.

Firm Obtains Landmark Ruling From New York’s Highest Court That The Martin Act Does Not Preempt Investors’ Common-Law Tort Claims

Ken Miles — Wed, 21 Dec 2011 03:32:23 +0000

On an issue of major significance to investors, the Firm obtained a landmark ruling from New York’s highest court, on behalf of its client Assured Guaranty (UK) Ltd., that New York’s “blue-sky” law, known as the Martin Act (N.Y. Gen. Bus. Law sections 352-59), does not preempt investors’ common-law claims for breach of fiduciary duty and gross negligence. [Assured Guaranty (UK) Ltd. v. J.P. Morgan Investment Management, Inc., No. 227 (NY Court of Appeals, decided Dec. 20, 2011)]. In reporting on the decision, the New York Law Journal stated that “the Court of Appeals doused what had been conventional wisdom in other state and federal courts, and handed a significant consumer victory to investors . . .” NYLJ, dated December 21, 2011, at p.1. Specifically, the New York Court of Appeals unanimously “agree[d] with plaintiff that the Martin Act does not preclude a private litigant from bringing a nonfraud common-law cause of action.” Slip Op. at 7.

A copy of the decision is available here.

A video of Bill Maher’s oral argument before the New York Court of Appeals on November 15, 2011 is available here.

Firm Prevails on Summary Judgment Motion on behalf of Financial Entities in $300 Million Dispute Involving CDOs and Hedge Agreements

Ken Miles — Mon, 28 Nov 2011 22:07:41 +0000

The Firm represents AG Financial Products, Inc., an affiliate of Assured Guaranty Corp., and Natixis, in connection with a dispute concerning three separate Taberna Preferred Funding collateralized debt obligations (“CDOs”). The Hedge Counterparty for the Taberna CDOs, Merrill Lynch Capital Services Inc., purported to terminate the Hedge Agreements and claimed entitlement to Termination Payments of almost $300 Million with respect to these three Taberna CDOs (and one additional Taberna CDO). On September 28, 2011, the Firm presented argument that its clients were entitled to summary judgment that Merrill Lynch had no right to terminate the Hedge Agreements or to receive the Termination Payments it sought. On November 28, 2011, the Court ruled in our clients’ favor on all issues and held that Merrill Lynch had no right to terminate the Hedge Agreements or to receive the Termination Payments it sought.

A copy of the transcript of oral argument is available here.

A copy of the Court’s decision is available here.

WMD Represents U.S. Corrugated Acquisition Inc. in its $330 Million Sale to Kapstone Kraft Paper Corporation

Ken Miles — Mon, 31 Oct 2011 16:30:52 +0000

On October 31, 2011, pursuant to an Agreement and Plan of Merger, dated as of September 22, 2011, by and among KapStone Kraft Paper Corporation, a wholly owned subsidiary of KapStone Paper and Packaging Corporation (NYSE: KS), U.S. Corrugated Acquisition Inc., Pine Merger Corp., Dennis Mehiel and Dennis Dorian Mehiel (the “Merger Agreement”), KapStone Kraft Paper Corporation consummated its previously announced agreement to acquire U.S. Corrugated Acquisition Inc. from its stockholders by merger in a debt-free, cash-free transaction. The purchase price at closing was approximately $330 million and is subject to a post-closing target working capital adjustment.

In addition, pursuant to the Merger Agreement, six of U.S. Corrugated Acquisition Inc.’s converting facilities (and certain related assets) were sold by U.S. Corrugated Acquisition Inc. to a team of investors (the “Investor Team”) prior to the closing and were not acquired by KapStone Kraft Paper Corporation.

WMD represented U.S. Corrugated Acquisition Inc., Dennis Mehiel, Dennis Dorian Mehiel, and the Investor Team in connection with the foregoing transactions.

A copy of KapStone Paper and Packaging Corporation’s Form 8-K, which was filed with the United States Securities and Exchange Commission on October 31, 2011, can be accessed by clicking here.