Stephanie R. Owen

Kirkland & Ellis advised AEA Investors Small Business Private Equity on its successful completion of a continuation fund with $384 million in capital commitments, and the continuation fund’s subsequent acquisition of a majority interest in Singer Industrial, a leading value-added distributor of industrial rubber and fluid power products, from AEA Investors Small Business Fund II LP and its other owners. The fund is anchored by AEA Small Business Private Equity Funds, Apollo S3 and LGT Capital Partners-managed funds and supported by other investors. Read the transaction press release The Kirkland team was led by investment funds partners Matthew Nadworny, Kevin Wessel and Chris Kallos and corporate partners Jon Benloulou and Matt Whited and associate Stephanie Owen, and included investment funds partners Michael Belsley and Tim Long and associates Neeloy Azad, Victor Ghazal and Colin Monaghan.

Apr 18

1 min

Kirkland & Ellis counseled Southwestern Energy Company (NYSE: SWN) on entering into an Amended and Restated Reserve-Based Credit Agreement, dated April 8, 2022, which provides for a $3.5 billion maximum commitment and $2 billion in elected commitments and investment-grade “fallaway” provisions. Read Southwestern Energy’s press release The Kirkland team was led by debt finance partners Will Bos, Rachael Lichman and Chad Davis and associates Michelle Williamson, Alan McCormick and Stephanie Owen; derivatives partner Jaime Madell; capital markets partners Matt Pacey and Anne Peetz and associates Billy Vranish, Nick Wetzeler and Jina Chung; tax partner David Wheat and associate Nicole Martin; employee benefits counsel Jack Bernstein; and environmental transactions partner Jonathan Kidwell and of counsel Jennifer Cornejo.

Apr 18

1 min

Jennifer Gasser A month after launching a new Houston office, Paul Weiss Rifkind Wharton & Garrison LLP expanded the location with the addition of a corporate attorney who moved her practice from Kirkland & Ellis LLP. Jennifer Gasser has been welcomed this week to Paul Weiss as a partner in the M&A group in the corporate department at the Houston office, the firm announced Tuesday. Gasser said in a prepared statement she has "long been impressed" by Paul Weiss' M&A platform. "I look forward to collaborating with my new colleagues and expanding the firm's leading capabilities within Houston, a hotbed of activity for energy and infrastructure," Gasser said. The Houston office opened at the beginning of February when former Kirkland attorneys Sean T. Wheeler and Debbie P. Yee joined Paul Weiss. Wheeler leads the Houston location, with Yee joining as a partner in the M&A group. "Jennifer is a highly skilled M&A lawyer specializing in energy and infrastructure," Wheeler said in a prepared statement. "Her proven track record advising clients in these spaces on their most important transactions makes her an invaluable addition to our growing Houston team." Gasser's practice counsels clients, primarily in the energy and infrastructure industries, on matters related to mergers and acquisitions, divestitures, and joint ventures, according to the firm's announcement. Her notable transactions over the past several years include assisting EQT Corp. with forming a $3.5 billion joint venture with Blackstone Credit & Insurance and with EQT's $35 billion merger with Equitrans Midstream Corporation. "Jennifer's arrival marks another key step in the continued buildout of our Houston team, and we are excited to welcome her to the firm," Scott A. Barshay, chairman of Paul Weiss, said in a prepared statement. Gasser earned her law degree from the University of Texas School of Law in 2015.

Mar 3

2 min

A Liberty Mutual unit has no duty to defend a commercial real estate loan provider in underlying suits over the eviction of residents from a Massachusetts senior care facility, the First Circuit ruled, finding the insurer's denial of coverage to be reasonable. In an order issued Monday, a three-judge panel reversed a lower court's finding that Ironshore Specialty Insurance Co. had a duty to defend BI 40 LLC in an underlying suit brought by Sue T. Frost, a former resident of Wood Haven Senior Living who died in 2024. The panel also affirmed that the insurer had no duty to defend the lender against a putative class action and, thus, was not required to reimburse BI 40 for costs incurred in opposing a motion to add it as a defendant. "Because we conclude that Ironshore's denial of coverage was consistent with the policy, BI 40's Chapter 93A and 176D claims necessarily fail," U.S. Circuit Judge Lara E. Montecalvo said, referring respectively to the state's Consumer Protection Act and statute governing unfair and deceptive insurance practices. The coverage dispute stems from the removal of several residents from the Tewksbury, Massachusetts-based facility in January 2022 after a pipe burst, which resulted in suits against the entities that financed and controlled Wood Haven. According to court filings, in March 2019, BI 40 loaned $6.8 million to the owner of the property where Wood Haven operated and received a mortgage interest in the property. The property owner and Wood Haven, as a co-borrower, ultimately defaulted on the loan, leading BI 40 to file suit in November 2021 and seek appointment of a receiver. Frost sued BI 40 and the receiver in Massachusetts federal court in June 2022, alleging that residents were unlawfully evicted as part of a "resident dumping scheme." Legal representatives of several residents subsequently filed a proposed class action over the incident; however, BI 40 was not initially named in that suit. The lender was named as a defendant in a second amended complaint, according to court filings. Ironshore ultimately denied BI 40's requests for coverage as an additional insured under Wood Haven's policy, court documents stated. The lender filed the current action in March 2023, seeking a declaration that Ironshore must defend it against the suits and asserting claims for breach of contract and violations of Massachusetts General Laws Chapters 93A and 176D. Ruling on the parties' cross motions for summary judgment, the court held that Ironshore had a duty to defend the Frost action but not the class action. The court also found that the insurer did not engage in unfair or deceptive acts. BI 40 is covered under the policy as an additional insured, but, pursuant to an endorsement, coverage is limited to general liability insurance, Judge Montecalvo said Monday. Such coverage is only triggered if the claim is one for personal injury, such as wrongful eviction, which was incurred solely by Wood Haven and did not arise out of independent or direct liability of any additional insured, the judge added. The panel held that none of the allegations in the Frost suit triggered coverage for BI 40, including Frost's claim that Wood Haven unlawfully collected an administrative fee from her when she first moved into the facility. While the lower court found that the claim fell within coverage, "as a threshold matter, we disagree that the administrative fee count can be reasonably construed as alleging wrongful eviction," Judge Montecalvo said. The source of Frost's alleged injury was the payment of the fee and the resulting pecuniary loss, the panel said. And even if the administrative fee claim could be construed as alleging wrongful eviction, the panel found that liability for that wrongful eviction would not be based solely on Wood Haven's acts. As for the proposed class action, the panel found dispositive the lender's failure to comply with the policy's requirement that it seek and receive approval before incurring defense-related costs. According to the ruling, BI 40 did not notify Ironshore of the proposed class's request to add the lender as a defendant until after BI 40 submitted its opposition and attended the motion hearing. Representatives of the parties did not immediately respond to requests for comment Tuesday. U.S. Circuit Judges Lara E. Montecalvo, Sandra L. Lynch and William J. Kayatta Jr. sat on the appeals panel for the First Circuit. BI 40 LLC is represented by David B. Mack and Stephanie R. Parker of O'Connor Carnathan & Mack LLC. Ironshore Specialty Insurance Co. is represented by Ronald P. Schiller, Michael R. Carlson and Isabel C. Naveira Lόpez of Hangley Aronchick Segal Pudlin & Schiller. The case is BI 40 LLC v. Ironshore Specialty Insurance Co., case numbers 24-1855 and 24-1856, in the U.S. Court of Appeals for the First Circuit.

Aug 26

4 min

A Massachusetts state judge will allow a cannabis testing lab to pursue unfair competition claims against more than half a dozen competitors it accuses of fudging potency and purity test results to lure growers to their businesses, but not claims of unjust enrichment or tortious interference. Suffolk County Superior Court Justice Debra Squires-Lee's ruling Tuesday gives the defendant labs — Analytics Labs LLC, Green Valley Analytics LLC, SafeTiva Labs LLC, Kaycha, Green Analytics, Assured Testing and Massbiolytics — a partial win in the lawsuit by rival MCR Labs LLC. MCR sued its competitors in January, alleging that it had lost more than a dozen customers among cannabis growers that are required by the state regulations to have their products tested before they can be offered for sale. MCR cited data reported to the state that, it said, points to intentional manipulation of results to "pass" the testing or boost the value of the products by reporting that it contains more THC, the active ingredient in cannabis. The defendants moved to dismiss the complaint in June. Justice Squires-Lee found that MCR had adequately pled that the defendant labs "improperly inflated the THC-A levels of the products it tested and/or improperly deflated their contamination levels" in order to lure cultivators to use their businesses rather than MCR. "Put succinctly, to increase their market share, defendants are alleged to have violated regulations put in place to protect cannabis consumers and thereby facilitated the false advertising of THC potency levels and enabled the sale of cannabis products with illegal (and arguably dangerous) levels of mold," Justice Squires-Lee wrote. If proved, that allegation "certainly could constitute 'unfair methods of competition'" under the state's consumer protection statute, the judge found. The judge also found that MCR could potentially show harm arising from the loss of customers who went to one of the competitors. The court rejected the defendants' argument that MCR needs to show a business relationship with them, saying that is not required in a case based on a theory of unfair competition. While the law does require certain thresholds to prevent random parties from "acting as roving attorneys general" in pursuit of multiple damages, the judge said, the defendants' alleged conduct concerns the "market of labs" offering cannabis testing, and in that context, it harmed the competitor in that market who followed the rules. Justice Squires-Lee found, however, that MCR had not adequately pled a claim of tortious interference. While MCR identified one grower that used both its lab and a competitor, it hasn't shown that the other lab knew the grower had switched based on a promise of more favorable, if false, results, the court ruled. "To the contrary, the overall gist of the complaint is that cannabis cultivators in the Massachusetts market learned about those labs that reported higher THC-A levels and lower contamination failure rates and themselves migrated to use those laboratories in lieu of MCR," Justice Squires-Lee said. "Intentional interference requires more than unfair competition that results in a competitive advantage. It requires intentional conduct directed [at] a specific consumer." Similarly, MCR could not establish unjust enrichment against competitors solely on the basis that it complied with the law while others did not, the judge found. "One's compliance with the law is required regardless of whether others comply with the law, and such compliance does not confer any benefit on wrongdoers," the judge said. The judge also rejected arguments by some defendants that state regulator the Cannabis Control Commission, not the court, has jurisdiction over the matter, saying the CCC has no power to grant the relief sought by MCR. Even if the regulatory agency conducted an investigation into the defendants, it could not compensate MCR, the court said. Three defendants that are based in western Massachusetts also lost a bid to dismiss the claims against them because they are outside the jurisdiction of Suffolk County, with the judge concluding that as a practical matter, even if she granted their motion, MCR could refile against Green Analytics and Green Valley in Hampden County and SafeTiva in Franklin County and then seek to consolidate the cases with the others back in Suffolk County. A complaint against an eighth defendant, CDX, was dismissed without prejudice because it appears to have shut down and was never served. Messages seeking comment from counsel for MCR and the defendants did not immediately receive responses on Wednesday. MCR Labs LLC is represented by Patrick J. Sheehan of Whatley Kallas LLP, Edwin Kilpela and David Slade of Wade Kilpela Slade LLP and Alex Barlow of Scott + Scott Attorneys at Law LLP. Green Analytics LLC is represented by Kevin Polansky of Nelson Mullins Riley & Scarborough LLP. Analytics Labs LLC, Green Valley Analytics LLC and SafeTiva Labs LLC are represented by Michael D. Roundy of Bulkley Richardson & Gelinas LLP. Massbiolytics is represented by Roger A. Peace of the Peace Law Office. Kaycha is represented by Joseph D. Lipchitz and Paige V. Schroeder of Saul Ewing LLP. Assured Testing Laboratories LLC is represented by David B. Mack and Stephanie R. Parker of O'Connor Carnathan & Mack LLC. The case is MCR Labs LLC v. Analytics Labs LLC et al., case number 2584CV00260, in the Suffolk County Superior Court of the Commonwealth of Massachusetts.

Oct 22

4 min