SOURCE: Cooley Godward Kronish LLP

February 06, 2007 12:26 ET

Cooley Secures Litigation Win for Conor Medsystems, Clearing Way for Merger With Johnson & Johnson

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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