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Cooley Secures Litigation Win for Conor Medsystems, Clearing Way for Merger With Johnson & Johnson
| Source: Cooley Godward Kronish LLP
PALO ALTO, CA -- (MARKET WIRE) -- February 6, 2007 -- A team of litigators from Cooley Godward
Kronish LLP, led by Palo Alto partner John Dwyer and San Francisco partner
Gordon Atkinson, prevailed on January 30, 2007 on a motion for preliminary
injunction that would have prevented the planned closing of a $1.4 billion
acquisition of Cooley's client Conor Medsystems, Inc. by Johnson & Johnson.
Judge Carol Mittlesteadt, head of the Complex Litigation Department in the
San Mateo Superior Court, ruled that plaintiff Capital Trading Co. failed
to demonstrate that the proxy statement provided to Conor's stockholders,
seeking their vote for the merger (that implemented the acquisition) was
materially deficient or misleading. Johnson & Johnson was represented by
Cravath Swaine & Moore in the acquisition transaction and by Quinn Emanuel
Urquardt & Hedges in the litigation.
The plaintiff had sought to halt or delay the merger, which closed as
scheduled on February 1, 2007, based on allegations that the proxy
statement had omitted eight or more material facts that Conor's
stockholders should have been allowed to consider before voting on the
merger. The Cooley team argued on behalf of Conor and its directors that
none of the requested disclosures was material, that the proxy was accurate
in every material respect and that Conor and the other defendants were
likely to prevail on the merits of the litigation. The court agreed with
Conor and the other defendants' position on every point, also finding that
plaintiff would not suffer irreparable injury in the event that the merger
closed and that Conor and Johnson & Johnson were at risk of suffering
irreparable harm if the closing of the merger were enjoined. The court
also ruled that the balance of equities favored Conor and Johnson &
Johnson.
Dwyer commented that, "This was a very fast-paced litigation in which the
Cooley team received plaintiff's moving papers on the Friday night before
the Tuesday hearing and had to file its briefs and supporting papers by
10:00 a.m. on Monday morning. By Tuesday afternoon, the court had read all
of the papers and written a lengthy, well-reasoned ruling that was then
read into the record."
Atkinson further noted that, "This was a great multi-office and
multi-department effort. In the end, the team effort paid off completely.
It was a great win for our clients and the Conor stockholders."
Working with Mr. Dwyer and Mr. Atkinson in opposing the motion were San
Francisco partner Martin Schenker, Palo Alto associates Melina Patterson,
Daniel Kaleba and Valerie Costello and San Francisco associate Chanee
Franklin. They were assisted by Conor's associate general counsel Heather
Turner. Johnson & Johnson was represented by John Quinn, Shon Morgan and
Brent Smyth of Quinn Emanuel Urquardt & Hedges and Johnson & Johnson
in-house counsel Katy Meisel. Plaintiffs were represented by Richard
Brualdi of New York (the Brualdi Law Firm) and Kirk B. Hulett and Sarah B.
Weber (Hulett Harper Stewart LLP, San Diego, CA).
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