Atlanta software maker Eclipsys Corp. picked a California law firm to give it advice on a pending acquisition.

Gibson, Dunn & Crutcher partner Michelle Hodges in Irvine, Calif. advised Eclipsys on its agreement to purchase MediNotes Corp. for $45 million in cash and stock. Eclipsys’ general counsel is Brian W. Copple, a former Gibson Dunn partner.

Hodges has worked with Eclipsys on other M&A matters, having been lead counsel to the company on its February acquisition of Enterprise Performance Systems Inc.

Eclipsys makes software to allow healthcare companies to manage patient information, billing and medical records. MediNotes, of West Des Moines, Iowa, makes software for physician practice group management.

Troutman Sanders has been involved with two of the larger real-estate leases inked in metro Atlanta in recent weeks.

Troutman partner Mark Elliott was counsel to landlord Regent Partners LLC on the 46,575-square-foot lease it signed with Spanx Inc. for its 3344 Peachtree building in Buckhead. Jones Day partner Mike Lee was legal counsel for Spanx. Spanx makes tights, fishnets and other types of undergarments for women. Spanx will be moving its corporate headquarters to 3344 Peachtree from its current space just up the street inside the Westin Buckhead hotel. Spanx was founded in in 1998 by Sara Blakely [left].

In an industrial lease, Troutman partner Diane Lidz and associate Damon Goode were legal advisers to landlord James Campbell Co. on the renewal of its lease with government contractor Computer Sciences Corp. The lease is for 453,000 square feet in an industrial building on Southside Industrial Parkway near Hartsfield-Jackson Atlanta International Airport. Jones Lang LaSalle broker Tal Isbell represented CSC, which relied on in-house legal counsel on the lease.

Alternative newspaper publisher Creative Loafing Inc. filed for bankruptcy on Monday.

Jennis & Bowen partner David S. Jennis of Tampa, Fla., is representing Creative Loafing in the Chapter 11 case, filed in U.S. Bankruptcy Court for the Middle District of Florida. Foley & Lardner partner Mark J. Wolfson in Tampa is also advising Creative Loafing on related litigation filed in bankruptcy court against Creative Loafing's lenders.

The Tampa-based company listed assets ranging between $10 million and $50 million and liabilities in the same range.

Creative Loafing publishes weekly newspapers in Atlanta, Chicago, Washington and Sarasota, Fla.

Read the story in the Sept. 30 issue of the Daily Report for more on the Creative Loafing bankruptcy.

The car dealer once known as “Mr. Big Volume” tapped Birmingham law firm Burr & Forman as its lead bankruptcy counsel.

Bill Heard Enterprises Inc. hired Burr partners Derek F. Meek , Marc P. Solomon and Robert B. Rubin of Birmingham, Ala. as lead counsel on its Chapter 11 filing in U.S. Bankruptcy Court for the Northern District of Alabama.

Bill Heard, which had billed itself in advertising as “Mr. Big Volume,” closed all 14 of its dealerships nationwide on Wednesday. Bill Heard, which focused on sales of Chevrolet vehicles, operated four dealerships in metro Atlanta, including Bill Heard Chevrolet of Union City, Ga. and Tom Jumper Chevrolet on Roswell Road in Sandy Springs.

That focus on Chevy products proved to be a lead factor in the dealer’s downfall. Founded in 1919 in Columbus, Ga., where the company continued to maintain its headquarters, Bill Heard grew to become one of the largest Chevy dealers in the U.S. At its peak, the company generated $2.5 billion in yearly sales, according to a court filing.

However, the Chevy product line, which focused on gas-guzzling trucks and SUVs, led to sharply decreased demand amid record-high fuel prices, Bill Heard said in court filings. Banks’ sharp cutbacks in consumer financing also played a significant role in the sales declines. Bill Heard said that earlier this year, it was losing as much as $5 million per month.

Bill Heard filed its petition on Sunday. In the coming days, scores of attorneys will file notices with the bankruptcy court on behalf of creditors and other interested parties. Among the creditors are the State of Georgia, which Bill Heard estimated it owes about $770,000 in sales taxes; the states of Nevada and Texas, sites of large Bill Heard dealerships and also owed back taxes; and Cox Radio and Clear Channel, broadcasting companies that are presumably owed money on for unpaid bills for advertising.

In addition to the Burr attorneys, Hatcher Stubbs Land Hollis & Rothschild partner J. Barrington Vaught of Columbus said he is longtime outside counsel to Bill Heard and continues to represent the company.

Stichter, Riedel, Blain & Prosser partner Edward J. Peterson III of Tampa, Fla., was hired as Bill Heard’s conflicts counsel.

GMAC LLC hired Lightfoot, Franklin & White partner Sara A. Ford in Birmingham and Adorno & Yoss partner Charles M. Tatelbaum in Ft. Lauderdale, Fla. as bankruptcy counsel. GMAC had provided financing to acquire vehicles for a majority of Bill Heard’s dealerships. Bill Heard Enterprises filed a motion to hire GMAC to provide post-petition financing of $6.7 million.

Troutman Sanders partner Jeffrey W. Kelley is representing Columbus Bank & Trust Co., one of Bill Heard’s pre-petition lenders, according to Bill Heard’s certificate of service filed with the bankruptcy court on Monday morning. Holland & Knight partner James H. Rollins is representing BMW Financial Services, which had provided lending for Bill Heard to acquire vehicles for its dealer lots.

Hunton & Williams partner Robert Lockwood says his law firm has developed a symbiotic relationship with Denmark’s trade commission.

Danish companies looking to break into the U.S. market rely on Lockwood and his Hunton colleagues for legal advice on setting up shop in America. Hunton relies on its partnership with the Trade Commission of Denmark for a stream of new clients.

Consider the case of Mosbaek A/S, a Danish manufacturer of regulators used to control the flow of water in wastewater treatment plants. After handling some of Mosbaek’s legal work with the U.S. Patent and Trademark Office, Hunton is now taking on new work for Mosbaek, which wants to expand its sales in the U.S. Lockwood and partner Eric Hanson are exploring whether it makes more sense for Mosbaek to go it alone in its American strategy, or whether the company should form a strategic partnership or a formal joint venture with a U.S. company.

Mosbaek first set up shop in America through the Danish trade council’s Accelerator program, which provides Danish companies with pre-established office space and a contact sheet for U.S.-based business advisers. Hunton is one of those advisers and the firm is frequently called upon by the trade office to provide a bevy of legal services to these Danish entrepreneurs, ranging from intellectual property to software licensing agreements to employment to privacy law.

“These are established Danish companies that already had a product or service in place,” Lockwood said. “They’re not looking for funding. They’re looking to penetrate the U.S. market.”

Other companies with whom Hunton developed a relationship through the Danish trade office include Celenia Software A/S, which develops applications for Microsoft software; shoemaker Euro-Dan Sko A/S; and Get Inside A/S, which makes software that creates three-dimensional visuals of real estate properties.

The Trade Commission of Denmark is an agency attached to Denmark’s Ministry of Foreign Affairs. The commission is based in Atlanta.

Cahill Gordon & Reindel partners David Kelley [left] and David Januszewski in New York represented Atlanta-based Beazer Homes USA Inc. in reaching a settlement with the U.S. Securities and Exchange Commission on a probe of possible accounting irregularities and questionable management of its mortgage business.

As part of the settlement, Beazer will not pay a fine and did not admit wrongdoing. The SEC said on Wednesday that its investigation is continuing. The prosecution was handled by lawyers in the SEC Atlanta office, led by attorney Kit Addleman.

"We have reached this resolution with the company, but we'll continue to look at the conduct of others, including individuals that may have been employed" by Beazer, Addleman said.

According to SEC documents, the agency found that the homebuilder Beazer misstated net income and engaged in fraudulent earnings management practices by decreasing its reported net income by improperly increasing certain reported operating expenses and by other means. Beazer consented to a cease-and-desist order that requires “future compliance with certain provisions” of federal laws and regulations, the company said in a news release.

Beazer said in a regulatory filing that it’s still being investigated by the U.S. Attorney for the Western District of North Carolina and by other unnamed state and federal agencies for the same alleged accounting irregularities.

According to the Cahill web site, Kelley is a former U.S. Attorney for the Southern District of New York. As co-chairman of the Justice Department’s task force on the Sept. 11, 2001 terrorist attacks, Kelley personally prosecuted “American Taliban” suspect John Walker Lindh.

Morris, Manning & Martin partner Ed Hirsch advised Chain Reaction Ecommerce Inc. on a $5 million venture capital investment, according to the law firm.  MMM associates Lou Barbieri and Scott Allen also worked on the deal. Total Technology Ventures LLC invested $2.5 million in the Atlanta company. Other unnamed investors put in the additional $2.5 million. Chain Reaction’s open-source software product, called CRE Loaded, allows companies to create and manage Web sites for selling products.

The financial crisis has postponed, if not canceled altogether, many corporate deals, securities offerings and real estate development projects, economists and attorneys have said.

But a $134 million hotel development near the Georgia International Convention Center and Hartsfield-Jackson Atlanta International Airport was just ahead of the storm. The project broke ground on Sept. 12. Bank of America announced it was buying Merrill Lynch on Sept. 15 and Lehman Brothers filed for bankruptcy on the same day.

More than two years in the making, the project, led by Atlanta developer Grove Street Partners LLC, will add two Marriott-branded hotels to a 25-acre site. The hotels will anchor a 1 million-square-foot mixed-use development to be called Gateway Center. It will be the only stop on a new automated people mover between the airport’s baggage claim area and its new rental car facility.

Although the financing closed before the Wall Street maelstrom occurred, Sheley & Hall partner Raymond Sheley [right], lead counsel to Grove Street, said the transaction probably would have proceeded even if it had closed later—thanks to how the deal was structured.

He said financing will come from a combination of equity, bond revenue and debt. The group of debt lenders, led by U.S. Bancorp, won’t be required to fulfill its obligations until Grove Street spends all $51 million of the equity and bond proceeds—about nine months from now.

“The debt lenders said that the national economic turmoil would shake out before they will have to put in their own dollars,” Sheley said. “That lag will be our saving grace.”

The first of the two hotels, a 147-room Spring Hill Suites, is expected to open in February 2010. The second, a 403-room Marriott, should open by August 2010.

U.S. Bancorp never considered pulling out of the deal because of national economic conditions, said U.S. Bancorp’s lead counsel, Seyfarth Shaw partner Mark Block.

“U.S. Bancorp is a very conservative lender, and I think that, between the project developers and the other people backing it, they always felt very comfortable” with this deal, Block said.

One of the development’s financing elements will be proceeds from bonds backed by payments in lieu of taxes, also known as PILOT bonds. Since the site is owned by the city of College Park, and therefore exempt from tax, Grove Partners will make scheduled payments to the city instead of paying taxes.

The Grove Street project will be only the third in the state of Georgia to use PILOT bonds, Sheley said.

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The shareholders of a special-purpose acquisition company (SPAC) have rejected a proposed acquisition of Archway Marketing Services Inc., a marketing company owned by an Atlanta private equity fund.

Union Street Acquisition Corp. announced Monday evening that its shareholders rejected a plan to buy Archway for $80.3 million; Union Street shareholders also voted down the proposed acquisition of Razor Business Strategy Consultants LLC in a separate transaction.

Archway is owned by AHL Services Inc. AHL’s primary investor is Cravey, Green & Wahlen, an Atlanta private equity fund. Alston & Bird partner Teri McMahon had been advising Cravey, Green & Wahlen on the proposed sale of Archway.

Union Street said in a regulatory filing that, as a result of the vote, it will begin the “process of liquidating and dissolving itself in accordance with its charter and applicable law. … As a result, [Union Street] expects that the amounts held in its trust account, together with interest … will be returned to the Company’s public stockholders.”

Out with the old, in with the new.

With its bankruptcy filing and the sale of its U.S. broker-dealer and investment bank operations to Barclays Plc, storied investment bank Lehman Brothers Holdings Inc.’s ceased to exist on Monday as an independent company. The end of Lehman will result in many things, of course, but one of those things is Lehman’s disappearance from the Standard & Poor’s 500 Index of U.S. stocks.

On Friday, S&P replaced Lehman Brothers with Harris Corp. of Melbourne, Fla. Many mutual funds and other money managers will now be required to buy stock in Harris Corp., if their funds are tied to the S&P 500, according to the Associated Press.

Harris just obtained a $750 million, five-year revolving credit facility from a group of lenders. SunTrust Bank served as administrative agent on the transaction. King & Spalding partner Carolyn Alford and associate Jenny Miller, both in Atlanta, advised SunTrust.

Harris is a defense contractor that makes microwave and satellite network transmission equipment, handheld radios, air traffic control systems and other types of communications products.