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Fashion and Retail Law 2014: Going Global and Mobile


Speaker(s): Andy Blair, Andy Roth, Cathy Leonhardt, Darrell E. Prescott, Elinor R. Hoffmann, Ellen J. Odoner, Howard S. Hogan, Ira M. Dansky, Jennifer Baxter Moser, Kurt Haegeman, Lois F. Herzeca, Michael Schaper, Spencer G. Smul
Recorded on: May. 20, 2014
PLI Program #: 56146

Cathy Leonhardt
Managing Director

Role

Cathy Leonhardt is a partner and Managing Director in the Mergers and Acquisitions Group. She is also co-Head of PJSC's Global Retail Group. She joined the Firm in 2003.

Experience

With over 17 years of experience providing strategic and financial advisory services to clients, including advice on mergers, acquisitions and divestitures she recently advised PPR on its sale of The Sportsman’s Guide and OneStopPlus and PVH Corporation on its acquisition of the Warnaco Group. Ms. Leonhardt advised Deckers on its acquisition of Sanuk, PPR on its acquisition of Volcom, PVH Corporation on its acquisition of Tommy Hilfiger, Quiksilver on its recapitalization and Athleta on its sale to The Gap. Ms. Leonhardt also represented The Home Depot in its acquisition of Redbeacon®, Kate Spade LLC in its sale to Liz Claiborne, J. Jill in its sale to Talbots, May in its merger with Federated, Loehmann’s in its sale to Crescent Capital Investments, and Barneys in its sale to Jones Apparel Group.

Prior to joining PJSC, Ms. Leonhardt spent seven years at Morgan Stanley & Co., Inc., rising to Vice President in the mergers and acquisitions group where she was involved in domestic and cross-border acquisitions. At Morgan Stanley, Ms. Leonhardt’s selected transactions included: Sears Roebuck & Co’s acquisition of Land’s End, Inc., Tommy Hilfiger’s acquisition of Tommy Europe, Jones Apparel’s acquisition of McNaughton, the merger of Monsanto Company and Pharmacia, Georgia-Pacific’s spin-off of The Timber Company to Plum Creek Timber Company, and the sale of Donna Karan’s beauty business to Estée Lauder Companies. Ms. Leonhardt began her career at Wachovia as an officer in the US Corporate Banking Group.

Professional Affiliations

  • Member, Cosmetic Executive Women (CEW)
  • Member, Culverhouse Board of Visitors, Culverhouse College of Commerce, University of Alabama

Academic Credentials

Ms. Leonhardt received her M.B.A. from the Kellogg School of Management at Northwestern University and a B.S. from the University of Alabama, graduating summa cum laude.


Ellen Odoner is a Senior Partner at Weil, Gotshal & Manges LLP. She heads the firm’s Public Company Advisory Group, which advises US public companies and US-listed foreign private issuers on corporate governance, SEC disclosure, financial restatements and internal control matters. Ms. Odoner is one of the leaders of the firm’s high-stakes corporate counseling team. She also specializes in merger and acquisition and securities transactions, particularly those with cross-border elements.

Ms. Odoner represents boards of directors, audit committees, special committees of independent directors, disclosure committees and legal and financial officers of US and non-US companies.

She has extensive experience representing non-US companies in the US and in structuring multi-jurisdictional transactions to harmonize US and non-US regimes and obtain innovative SEC relief.

Ms. Odoner assisted the Financial Crisis Advisory Group established to advise the Financial Accounting Standards Board and the International Accounting Standards Board on the standard-setting implications of the global financial crisis. She lectures on SEC, governance and M&A developments and co-chaired an ABA Task Force on the SEC’s cross-border exemptions.

Ms. Odoner is recognized in Chambers USA, Best Lawyers in America and in various other publications on both sides of the Atlantic.


Practice description

Darrell Prescott is a member of the Firm’s Global Antitrust Practice Group and the North American Litigation Practice Group in the New York office. He represents clients in civil antitrust litigation, class actions, complex commercial litigation, international arbitrations, distributor relations, Hart-Scott-Rodino issues, and multinational pre-merger approvals. Mr. Prescott has practiced antitrust law and commercial litigation for over 30 years, representing defendants and plaintiffs in cases under Sections 1 and 2 of the Sherman Act; Sections 2, 3, 7, and 8 of the Clayton Act; and Article 101 of the E.U. Treaty. He has also handled internal investigations and compliance matters for both publicly held and private companies.

Mr. Prescott has worked with clients in a myriad of industries, including aircraft, apparel, insurance, automobiles, banking, compressors, farm equipment, food additives, fresh fruit, oil and gas, paper, pharmaceuticals, publishing, real estate and vitamins. He has also handled letter of credit litigation, lender liability litigation, stock appraisal proceedings following cash-out mergers, and Foreign Sovereign Immunities Act litigation.

Representative clients, cases or matters

  • Defense of Hebei Welcome Pharmaceutical Company in 10 U.S. class actions, the first antitrust cases to be brought in the U.S. against companies from the People’s Republic of China.
  • Defense of Baldwin Filters in 57 class actions in the U.S. and Canada alleging restraint in the aftermarkets for vehicle filters.
  • Served as antitrust counsel for two industry groups in connection with their joint efforts to lobby officials of the Chinese government to enforce their intellectual property laws.

Publications, presentations and articles

  • Co-editor of and contributor to "Joint Ventures in the International Arena," Section of International Law of the American Bar Association, Second Edition 2010.
  • Speaks regularly at seminars and conferences.
  • Author of numerous articles in such publications as The National Law Journal, The International Lawyer and the American Bar Association’s International Law News.

Professional affiliations

  • Former Division Chair and Council Member, Section of International Law of the American Bar Association.
  • Member of the New York City Bar Association
  • Fellow of the American Bar Foundation.

Career

Darrell qualified as a partner in Baker & McKenzie’s New York office in 2005. Mr. Prescott came to Baker & McKenzie from Coudert Brothers LLP, where he served as co-chair of that firm’s Global Antitrust Practice.

Awards and rankings

  • Recipient of CLE Award from American Bar Association, Section of International Law, 2004.
  • Listed in Euromoney’s 2014 Guide to the World’s Leading Antitrust and Competition Lawyers.

Education and admission

Mr. Prescott received his J.D. from Harvard Law School in 1975 and his A.B., magna cum laude, from Harvard College in 1971, Phi Beta Kappa. Mr. Prescott is admitted to practice in 1976 in the State of New York; in the United States District Courts for the Southern and Eastern Districts of New York; in the United States Courts of Appeal for the Second and Eleventh Circuits and the Federal Circuit; and in the United States Supreme Court.


Andy Blair
Managing Associate

Andy Blair is a member of Dentons’ Corporate practice, focusing on privacy and data security and technology transactions. Andy’s practice draws on his technical background in information security and enterprise IT to counsel clients wherever technology and the law intersect. He has experience in federal and state regulatory compliance and enforcement, litigation, outsourcing and vendor management, privacy and security policies, intellectual property, risk management and data governance.

Andy’s rare combination of legal and technical ability helps clients translate between legal compliance and technical requirements, an obstacle for many organizations. His perspective helps clients understand the technical impact of regulations and implement appropriate technical and procedural controls that manage cost and risk.

Experience

Andy has significant experience in technology matters, including:

  • Counseling multiple clients in major, high-profile multistate AG investigations.
  • Advising a household-name technology company on Health Insurance Portability and Accountability Act (HIPAA) compliance in product sales and services.
  • Counseling a major cloud hosting provider on US/EU Safe Harbor certification and HIPAA compliance, and designing vendor management and incident response programs.
  • Building a global privacy and security compliance program for a major media company covering privacy and security, as well as addressing joint ventures, vendor management and internal procedures.
  • Advising a mobile analytics company on compliance with the Children's Online Privacy Protection Act (COPPA) , privacy policies, user data retention and developer agreements.
  • Advising clients on the Computer Fraud and Abuse Act (CFAA), Patriot Act, Electronic Communications Privacy Act (ECPA) and state-level hacking and technology laws.
  • Counseling insurance, health care and other companies in responding to multi-state data breach incidents.
  • Developing corporate policies on employee monitoring, data retention, cross-border data transfers and other internal technology issues.

Recognition

Honors and Awards

  • General Mills Community Service Excellence Award, 2008
  • Council of the Year Award, University of Minnesota Band Alumni Society Board of Directors, 2007

Insights

  • Co-author, "How To Mitigate The IP Risks Of Data Breaches," Law360, April 4, 2013

Activities and Affiliations

Presentations

  • "Privacy and Security in New Technologies," DailyDOOH Investor Conference, 2013
  • Facilitator, "Cyber Risk and Emerging Technologies," Insurance Industry Peer Exchange, NYSE Governance Services/Corporate Board Member, New York Stock Exchange, 2013

Memberships

  • Member, Federal Communications Bar Association
  • Member, Information Systems Security Association, Minnesota Chapter, 2005-2007
  • Council, University of Minnesota Band Alumni Society Board of Directors, 2006-2007

Prior and Present Employment

  • Prior to law school, Andy spent time as a computer security analyst and applications analyst at General Mills, responsible for securing and monitoring over 20,000 end points, drafting and implementing client security policies, and developing comprehensive defense-in-depth security practices. He has significant experience designing and securing Microsoft, SAP, Symantec and other enterprise software systems.

Areas of focus

Practices

Copyright
Corporate
Intellectual Property and Technology
Intellectual Property Litigation
Litigation and Dispute Resolution
Patent Litigation
Patents
Privacy and Security

Industry sectors

Communications
Technology

Education

The George Washington University Law School, 2011, JD, executive notes editor, American Intellectual Property Law Association Quarterly Journal
University of Minnesota
, 2004, BS, Computer Science

Admissions and qualifications

California District of Columbia
New York


Howard S. Hogan is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher and is Co-Chair of the Fashion, Retail and Consumer Products group.  Over the course of his career, Mr. Hogan has handled numerous complex cases in a variety of federal and state courts in several different substantive areas including general commercial, securities and employment matters, and internal investigations.

Mr. Hogan’s practice focuses on intellectual property litigation and counseling, including trademark, copyright, patent, false advertising, right of publicity, licensing, and trade secret matters.  Mr. Hogan has represented various corporations and individuals in a broad range of industries, including financial services, sports, fashion, cosmetics, entertainment, transportation, pharmaceuticals, and online services.  A significant portion of Mr. Hogan’s practice involves computer, Internet, and new media-related issues.  He has represented and counseled a wide variety of companies on these issues, whether they are Internet-focused companies or traditional brick–and–mortar companies.  Many of Mr. Hogan’s matters have tested the application of traditional legal principles to the Internet and new media, such as in connection with issues of Internet jurisdiction, online contracting, and the application of trademark and copyright law to search engines, social media, and online sales.  Mr. Hogan also regularly counsels clients in connection with the application of privacy law to online commercial activities and data breaches, and has assisted clients with several substantial trade secrets and information security matters. 

Mr. Hogan is a frequent lecturer and writer on intellectual property and technology-related issues.  For example, Mr. Hogan is the co-author, with Gibson Dunn partner Lois Herzeca, of Fashion Law and Business: Brands and Retailers, a treatise published by the Practising Law Institute (2013).  Mr. Hogan is also co-author of the trademark and domain name chapters of the treatise, Intellectual Property Law in Cyberspace, published in 2011 by Bloomberg BNA in conjunction with the American Intellectual Property Law Association, and updated annually.  Mr. Hogan has also been a speaker at meetings of the International Trademark Association on "Competitors’ Use of Keyword Advertising and Search Engine Optimization"; the South by Southwest (SXSW) Interactive Conference in Austin, Texas on "Data Customization and Privacy – Can They Coexist,?"; the American Bar Association Section of Intellectual Property Law on "Recent Developments in Survey Evidence"; and Comic-Con San Diego on entertainment law issues as part of the "Comic Book Law School" program.  Mr. Hogan has also provided commentary on intellectual property issues for CBS News, Bloomberg TV, and National Public Radio, and he has been quoted in publications such as The Wall Street Journal, The Washington Post, USA Today, Law360, Electronic Commerce & Law Report, The Recorder, and Managing Intellectual Property.

Mr. Hogan devotes significant time to assisting not-for-profit organizations with different issues.  In 2008, the Meals on Wheels Association of America honored Mr. Hogan with its ‘Friend of the Year Award’ for his assistance to MOWAA’s efforts to end senior hunger, and Mr. Hogan has served on the Boards of Directors for the Meals on Wheels Association of America Foundation, the National Foundation to End Senior Hunger, and the Washington Lawyers’ Committee for Civil Rights and Urban Affairs, among others. 

From 1999-2000 Mr. Hogan was Law Clerk to the Honorable Naomi Reice Buchwald, United States District Judge for the Southern District of New York.  In 1994, Mr. Hogan helped to initiate the AmeriCorps*National Civilian Community Corps, where he served as a Team Leader until 1996 and received the organization’s Outstanding Leadership Award in 1995.  Prior to joining Gibson Dunn, Mr. Hogan was an associate with the New York office of Debevoise & Plimpton, LLP.

Mr. Hogan received his B.S.F.S., magna cum laude, from Georgetown University School of Foreign Service in 1994 in International Relations, Law, and Organization, Phi Beta Kappa with a European Studies Certificate.  In 1999 he received his J.D., cum laude, from New York University School of Law, where he was Editor-in-Chief of The Commentator and Research and Writing Editor for the Moot Court Board.  Mr. Hogan is also an alumnus of Lady Margaret Hall, Oxford University, where he spent the 1992-93 academic term as a visiting student.

Mr. Hogan is a member of the bars of New York, Connecticut, and the District of Columbia, and has been admitted to appear before the United States Supreme Court, the U.S. Courts of Appeals for the Second Circuit, the Third Circuit, the Fourth Circuit, the Fifth Circuit, the Ninth Circuit, the D.C. Circuit and the Federal Circuit and the United States District Courts for the Southern, Eastern, and Northern Districts of New York, the District of Columbia, the District of Maryland, and the Eastern District of Texas.


Ira M. Dansky

Ira Dansky has had a 40 year career in legal practice, focusing in M&A and finance. For the past 18 years, he served as General Counsel and EVP of The Jones Group, until its recent acquisition by Sycamore Partners. During his tenure at Jones, that company grew from about $500million in revenue to approximately $4billion, and greatly diversified its product categories and channels of distribution - in largest part from a very active acquisition strategy.


Jennifer Baxter Moser
Managing Director

Jennifer is responsible for originating new investment opportunities, conducting due diligence on new business opportunities, structuring transactions, and working with our partner companies.

Before joining TSG Consumer Partners, Jenny was a consultant at Bain & Company where she worked in several industries, including consumer products and retail, and across multiple practice areas including brand strategy, merger integration, and organizational design. Jenny also worked in Bain's private equity practice, where she conducted strategic and operational due diligence for private equity clients. In addition, Jenny spent several months working in the Gap Brand strategy group. Jenny received a dual degree in Economics and Communications from Stanford University and an MBA from Harvard Business School.


Kurt Haegeman
Baker & McKenzie CVBA/SCRL
Brussels
Partner

Kurt Haegeman is a partner in the Firm’s European & Competition Law Practice in Brussels, where he practices EU and Belgian competition law. Mr. Haegeman is
recommended by PLC Which Lawyer? 2009 and Legal 500 2009. He has published articles and spoken at conferences on subjects related to EU and
Belgian competition law, such as leniency strategy, merger control, dawn raids and general competition compliance.

Practice Focus

Mr. Haegeman has considerable experience in advising on cartel investigations. He has assisted numerous clients in the preparation of leniency applications and
applications for immunity from fines before national and international competition authorities. He has also advised in the development and implementation of
competition compliance programmes throughout the EEA. Mr. Haegeman assists clients regularly in notifications of transactions to the European Commission
under the EU Merger Regulation and to the Belgian Competition Authority, and has particular experience in the coordination of merger notifications on a worldwide
basis.

Representative Legal Matters

  • Representing Barco during merger proceedings before the European Commission, securing clearance in second phase without commitments
  • Advising GSK during merger proceedings before the Swedish Competition Authority, securing clearance in second phase without commitments
  • Securing Alcon's acquittal in cartel and abuse of dominance proceedings before the Belgian Competition Authority
  • Representing a multinational supplier in the Belgian Competition Authority's investigations into alleged anticompetitive behaviour in the confectionary sector and the Belgian grocery sector
  • Representing Mitsubishi Electric in the European Commission's Elevators & Escalators cartel investigation, securing the lowest fine for the client
  • Representing Mitsubishi Electric in the European Commission's Gas Insulated Switchgear cartel investigation, and on appeal before the General Court
  • Secured complete immunity from fines for a client in the European Commission's investigation into the chemical compounds sector

Admission

  • Brussels~Belgium (1996)

Education

Cambridge University (LL.M.) (1996)
University of Ghent (Licentiate) (1995)

Related Local Practices

European & Competition Law Practice

Related Legal Services

Antitrust & Competition

Global Areas of Practice

Antitrust / Competition Advisory

Previous Offices

London

Languages

Dutch
English
French

News, Events & Publications

Baker & McKenzie Represents Mitsubishi Electric in Landmark EU Court Appeal


Lois F. Herzeca is an executive advisor to early stage companies in the fashion, beauty and media industries. She is a lecturer in Law on fashion and retail law at the University of Pennsylvania Law School, a member of the Advisory Board of the FAME (Fashion, Art, Media and Entertainment) Center at Cardozo School of Law, and a retired partner of the New York office of Gibson, Dunn & Crutcher, where she was Co-Chair of Gibson Dunn’s Fashion, Retail and Consumer Products Practice Group.

Ms. Herzeca advises companies on significant legal and business matters, including mergers and acquisitions, equity investments, license agreements and joint ventures, counseling companies in a wide range of industries.

Ms. Herzeca was named a "Dealmaker of the Year 2012" by The American Lawyer for her representation of Transatlantic Holdings, Inc. in its $3.4 billion business combination transaction with Alleghany Corporation.  She was named a "Dealmaker of the Week" by The American Lawyer for her representation of CommScope, Inc. in its sale to The Carlyle Group for $3.9 billion in 2011.  She was ranked as a leading lawyer by Chambers USA:  America's Leading Lawyers for Business, and as one of Avenue Magazine's "Top Women Lawyers" in New York City.

A preeminent fashion and retail lawyer, Lois Herzeca is the co-author, with Gibson Dunn partner Howard Hogan, of Fashion Law and Business:  Brands & Retailers, a comprehensive guide to fashion law, published by the Practising Law Institute (2013).

Ms. Herzeca's fashion, apparel and celebrity clients and transactions have included:  Helmut Lang, Proenza Schouler, Derek Lam, Thom Browne, David Yurman, Brian Atwood, Rachel Roy, Tabitha Simmons, Mila Kunis, Rachel Zoe, L'Wren Scott, Maria Cornejo, Loeffler Randall, Dannijo, Beth Ditto, Milk Studios, Farfetch and Zumba Fitness.  She has also represented Goldman, Sachs & Co. as financial advisor in numerous public M&A retail industry deals, including Sycamore Partners' acquisition of Belk Inc., Ascena Retail Group's acquisition of Ann Inc., and the Hudson's Bay acquisition of Saks Inc.

Ms. Herzeca has written more than 40 articles for legal and financial publications.  She has also spoken at conferences for the Practising Law Institute, Mergermarket, the Strategic Research Institute and The Conference Board.  Ms. Herzeca has been quoted extensively in such publications as The Wall Street Journal, Law 360, The AmLaw Daily, Investment Dealers Digest, New York Magazine and The New York Law Journal.

Ms. Herzeca earned her Juris Doctor cum laude from the Boston University School of Law. In 2009, Boston University honored her with an Alumni Pro Bono award recognizing her many community-based and international pro bono initiatives. Ms. Herzeca advises public and private companies, private equity firms, and investment banks, on significant legal and business matters, including mergers and acquisitions, equity investments, license agreements and joint ventures.  Although she counsels companies in a wide range of industries, she specializes in the fashion and retail industries.


Michael Schaper is a litigation partner who focuses on various types of complex civil litigation, including in numerous areas of intellectual property law, as well as antitrust litigation and other antitrust counseling.

Mr. Schaper regularly speaks on legal issues involving intellectual property. He is co-chair of PLI’s 2015 Hot Topics in Advertising Law conference. He also recently taught at the Institute for Perception’s Advertising Claims Support course.

Mr. Schaper joined the firm in 2001 and became a partner in 2011. He received a J.D. in 2001 from the University of Chicago Law School, where he received the Edwin F. Mandel Award for outstanding contribution to the school’s clinical education program. He received a B.A. magna cum laude from Tufts University in 1998.

Mr. Schaper is a member of the Antitrust Section of the American Bar Association and the Association of the Bar of the City of New York.

 Education

  • University of Chicago Law School, 2001, J.D.
  • Tufts University, 1998, B.A.

Bar Admissions

  • New York


Spencer G. Smul

Mr. Smul is Senior Vice President, Deputy General Counsel and Secretary of The Estée Lauder Companies Inc. In addition to his responsibilities relating to the stockholders, the Board of Directors, the Audit Committee, the Compensation Committee, the Stock Plan Subcommittee and the Nominating and Board Affairs Committee, he is a member of numerous management-level committees, including the Company’s Strategic Deployment Group, Fiduciary Investment Committee, and the Organizational Alignment Steering Committee. He is Chairman of the Company’s Disclosure Committee. He is also a member of the Senior Leadership Team in the Legal Department where he leads the Corporate, M&A and Board Affairs Group, which is responsible for, among other things, the legal matters related to acquisitions, divestitures, securities law compliance and other finance matters, environmental health and safety, global supply chain, global information systems, real estate and retail store development. Mr. Smul is the Finance Manager for the Legal Department where he leads the Department’s budgeting, electronic invoicing and matter management efforts. He also works closely with the General Counsel on the development and implementation of the Department’s long-term strategic plan.

Mr. Smul has been a member of the Society of Corporate Secretaries and Governance Professionals, Inc. since joining The Estée Lauder Companies Inc. after its initial public offering in 1995. From 2008 to July 2012, he was a member of the Board of the Society, including the Audit and Finance Committee (2010 to 2012) and Executive Steering Committee (2009 to 2010). He is currently Treasurer of the Society (since 2012). Mr. Smul is also a member of the Advisory Committee of the Society’s New York Chapter (since 2004) and was a member of the Chapter’s Fall Conference Committees from 2004 to 2009. From June 2005 through June 2009, he served one year each as the Chapter’s Secretary, Treasurer, Vice President and Program Chair and President. In June 2013, he was a speaker at the 2013 Millstein Governance Forum at Columbia Law School on the panel: “Segmenting Ownership: Revisiting Dual Class Stocks and Extended Holding Periods: Can Dual Class Stock Structures Help Alleviate Short-Term Pressures in Favor of Long-Term Sustainability.” In August 2012, he was a speaker at the ABA 2012 Annual Meeting panel: “Dual Class Stock: Value Enhancer or Corporate Governance Killer?”

Prior to joining The Estée Lauder Companies, Mr. Smul was an Associate at Weil, Gotshal & Manges LLP.

He is a graduate of Stanford Law School and Vassar College.


Andy Roth is a Partner and Chair of Dentons' Global Privacy and Cybersecurity Group. Andy helps clients proactively manage risks by implementing strong policies and controls. Andy also specializes in incident response and crisis management, including high profile data breaches involving investigations by government agencies. Andy also helps clients leverage data responsibly to drive insight and innovation, recent work includes advising on digital marketing, cross-border data transfers, employee privacy, and third-party vendor management. Prior to Dentons, Andy was Chief Privacy Officer of American Express, ranked “The #1 Most Trusted Company for Privacy” five years in a row under his leadership.


Elinor R. Hoffmann is Deputy Chief of the New York Attorney General’s Antitrust Bureau and Special Counsel to the Economic Justice Division.  She focuses on antitrust issues arising under state and federal laws in diverse markets, including health care, pharmaceuticals and financial services.  She is also an Adjunct Professor of Law at Brooklyn Law School where she teaches courses in Antitrust and Antitrust Issues in Health Care, and serves on the Advisory Board of the Health Law Fellowship program. Prior to joining the Office of the Attorney General, she was a partner in the firm of Coudert Brothers LLP for 16 years.