A New York hedge fund recently went after one of David Stockton’s clients, launching a proxy battle for control of Alabama healthcare software company Emageon Inc. But instead of fighting a crippling battle to the death, it appears that the Kilpatrick Stockton partner reached a compromise with the activist investors on behalf of Emageon.

Stockton faced a formidable foe. The activist shareholder, Oliver Press Partners LLC, is led by Augustus “Gus” Oliver, a former Skadden, Arps, Slate, Meagher & Flom M&A partner whose activist hedge funds prompted big changes at Gillette and United Airlines in the 1980s. But Stockton’s foe also had a weak spot. One of the people Oliver Press Partners nominated to serve on Emageon’s board, Clifford Press, had an arrest record.

Oliver Press Partners this year launched a proxy battle for control of Birmingham, Ala.-based Emageon. Oliver Press Partners, which owns about 16.6 percent of Emageon’s outstanding stock, complained that Emageon wasn’t trying hard enough to sell itself and that its stock was “trading at an extreme discount valuation when compared to enterprise software trading levels,” according to regulatory filings.

But Emageon replied that it had sought buyers but had not received strong offers and that its stock price was in the toilet like other companies of its ilk. Emageon sells software to hospitals and healthcare-management organizations that allows doctors to view and manage digital medical images. Emageon said in a regulatory filing that it and its peers have been hammered by “decreases in government reimbursement programs.”

Instead of a proxy battle, Emageon and Oliver Press Partners cut a deal. Rather than ask all shareholders to vote on Oliver Press Partners’ slate of candidates, the two sides agreed to expand the size of Emageon’s board, and that three Oliver Press Partners nominees would join the board - Gus Oliver, Benner Ulrich and third director to be named later.

Clifford Press, whom Oliver Press Partners originally nominated, did not make the final list. Clifford Press had been arrested in March 2007 “for assaulting a 73-year old female motorist,” Emageon said in a regulatory filing. “We understand that these charges were later dismissed, but his arrest raises concerns about Mr. Press’ ability to react thoughtfully and carefully under stressful circumstances.”

In addition to expanding its board to make room for the Oliver Press Partners representatives, Emageon agreed that it would continue to pursue strategic alternatives, including a sale of the company.

Stockton [see photo, right] declined to comment on the proxy battle. Lowenstein Sandler partner Allen B. Levithan in Roseland, N.J. was adviser to Oliver Press Partners.

The downturn in the economy has been bad news for the homebuilding industry. But it’s meant lots of work for the local bankruptcy bar. More than a dozen bankruptcy attorneys in the Atlanta area have been working on the Chapter 11 case of Florida’s Levitt and Sons LLC. Recent bankruptcy filings by smaller Georgia-based homebuilders have generated work for local lawyers, too.

Levitt and Sons, of Ft. Lauderdale, Fla., filed for bankruptcy protection in November, citing “unprecedented conditions” in the homebuilding industry. Berger Singerman of Miami is counsel to Levitt and Sons, which is best known for building the planned community of Levittown on Long Island, N.Y. after World War II.

During proceedings in the U.S. Bankruptcy Court for the Southern District of Florida, Levitt and Sons obtained a $3.5 million debtor-in-possession loan from Wachovia Corp. to complete the construction of homes in Georgia, South Carolina and elsewhere.

One Levitt and Sons development in Atlanta is the Seasons at Laurel Canyon, a gated, country club community in Canton that's designed for senior citizens. Paul, Hastings, Janofsky & Walker partner Cindy J. K. Davis [see photo, right] in Atlanta is representing a group of homeowners from that development. Marks & Williams partner Randolph A. Marks is counsel to Laurel Canyon LLC, the community's developer. Troutman Sanders partner Jeffrey W. Kelley is representing Carrollton homebuilder Patrick Malloy Communities LLC, which built homes in another section of the Laurel Canyon development.

Other local attorneys working on the Levitt and Sons bankruptcy: Powell Goldstein partner Wendy L. Hagenau is counsel to 84 Lumber Co. Cohen, Goldstein, Port & Gottlieb partner Jeffrey J. Cohen is representing Heritage Fireplaces Inc. of Norcross. Kenney & Solomon attorney Lisa H. Baggett in Duluth is representing Sunbelt Asphalt of Auburn. Jampol, Schleicher, Jacobs & Papadakis partner Steven M. Jampol in Alpharetta is representing Hemma Concrete Inc. Howick, Westfall, McBryan & Kaplan partner Louis G. McBryan is counsel to AB Mansell West LLC. And Bodker, Ramsey, Andrews, Winograd & Wildstein partner Thomas Rosseland is adviser to pipeline contractor Strack Inc.

Other bankruptcy filings by Georgia homebuilders have generated work for local attorneys. Chamberlain, Hrdlicka, White, Williams & Martin partner Jimmy L. Paul is counsel to R&B Construction Inc. of Jonesboro. Solo practitioner Debra L. McLean is representing AK Builders Inc. of Buford. Ragsdale, Beals, Seigler, Patterson & Gray partner W. Russell Patterson Jr. is advising Norris Lake LLC of Stockbridge.

The U.S. Senate on Friday approved McKenna Long & Aldridge partner Luis Aguilar to the Securities and Exchange Commission. Senate Majority Leader Harry Reid, Democrat of Nevada, said he was pleased that Senate Democrats were able to reach a deal with Republican lawmakers and the Bush administration to fill so many positions, Dow Jones reported. Reid said, “We are restoring Democratic representation to the SEC, where it had been absent.”

Aguilar, an Atlanta-based corporate attorney, fills a vacancy created when Roel C. Campos left the SEC last fall.

If you’re a technology company in Atlanta, you’ve got a big supply of talent in the city with Georgia Tech grads all over the place. But if you’re a technology company in Atlanta that’s also partly an advertising company, you probably need a presence in New York, too.

Thus, ViTrue Inc. of Atlanta agreed to acquire UGENmedia of New York, according to ViTrue’s legal counsel, Morris, Manning & Martin partners Ed Hirsch and Paul Arne.

ViTrue peddles software to big companies which allow those companies’ consumers to make Internet videos about how much they love their products. The companies then distribute those consumer-made videos in places like YouTube.

One such video: an interview with a woman who loved Chick-fil-A’s sandwiches so much, she decked out her home’s decorations, even the clothes on her body, in Chick-fil-A’s ubiquitous black-and-white cows.

“You really can’t get that kind of endorsement or excitement about a brand in any other way,” Arne said.

ViTrue’s technology has attracted a long line of branded-product companies, from Pringles potato chips to VH1. But since ViTrue’s product is essentially an advertising vehicle, ViTrue needed better contacts in New York, the center of the advertising universe, Arne said. UGENmedia, founded by a former DoubleClick employee, has those connections. UGENmedia’s technologies are also used as applications on the social-networking sites Facebook and MySpace.

ViTrue has some heavy hitters supporting its efforts. Its investors include Turner Broadcasting, Comcast, Dace Ventures and General Catalyst Partners. The company also recently named former Coca-Cola Co. president Steven Heyer its vice chairman.

In addition to Arne and Hirsch, Morris Manning associates Scott Allen and Chris Maxwell also worked on the ViTrue deal. Silverberg Stonehill Goldsmith & Haber in New York was counsel to UGENmedia.

If InBev NV has its way in taking over Anheuser-Busch Cos., former Atlanta Olympics chief Billy Payne will be out of a job.

But at least Payne will remain chairman of The Masters golf tournament.

InBev on June 11 made an unsolicited offer to acquire Anheuser-Busch, of which Payne is a director, for $46.3 billion. The Belgian-Brazilian company is the world’s second-largest brewer. Adding Bud Light to its rotating tap list would make it the biggest.

But Anheuser-Busch on Thursday rejected InBev’s offer, according to Bloomberg News. InBev, which had expected Anheuser-Busch to say no, earlier Thursday took the first step in an attempt to remove all 13 members of the Anheuser-Busch board.

InBev filed a complaint in Delaware Chancery Court seeking an opinion on whether it can remove all Anheuser-Busch directors without cause by written consent of its stockholders. InBev cites an Apr. 26, 2006, amendment to the Anheuser-Busch charter, which says that the company’s shareholders are allowed to remove Anheuser-Busch directors without cause. The case is InBev v. Anheuser-Busch., No. CA3857.

Young Conaway Stargatt & Taylor and Sullivan & Cromwell are advising InBev on the issue. Skadden, Arps, Slate, Meagher & Flom is Anheuser-Busch’s counsel.

In addition to his duties at the golf course in Augusta, Payne is also vice chairman of investment bank Gleacher Partners and is a director of Cousins Properties and Lincoln National Corp.

Delta Air Lines’ pilots union used in-house counsel for advice on its tentative agreement with Northwest Airlines’ pilots on merging their two unions, according to a union spokeswoman. Kelly Regus, the spokeswoman, declined to provide the names of the union’s in-house attorneys. Two attorneys listed in the State Bar of Georgia directory as Delta Air Line Pilots Association employees, Andrew Eric Brenner and Gordon Joseph Rose, did not return calls and emails seeking comment. Regus said that Brenner and Rose did not work on the agreement with Northwest.

Wachtell, Lipton, Rosen & Katz partners Stephanie J. Seligman and Lawrence S. Makow in New York have been lead corporate counsel to Delta Air Lines’ management on the Northwest acquisition. The two Wachtell Lipton lawyers also have been trying to nudge the Delta pilots and Northwest pilots toward reaching a deal on merging their unions, The Am Law Daily blog reported Thursday.

In April Delta agreed to acquire Northwest for $3.63 billion. As part of the deal, Delta gave its pilots an equity stake in the new company. No such deal was consummated with Northwest's pilots. Although the Delta and Northwest pilots had not agreed on how to merge their seniority lists in April, Delta and Northwest executives decided to proceed with their merger anyway.

The tentative joint contract with Delta and Northwest pilots announced this week clears the way for relatively smoother sailing if the two airlines receive regulatory clearance for their merger later this year.

The Senate Banking Committee on Wednesday confirmed the nomination of McKenna Long & Aldridge partner Luis Aguilar to the Securities and Exchange Commission.

Aguilar’s nomination now must be confirmed by the full Senate.

Aguilar, of Atlanta, was one of two Democrats and named to the five-member SEC, along with Financial Industry Regulatory Authority executive vice president Elisse Walter. The Senate Banking Committee confirmed Aguilar and Walter, as well as Republican nominee Troy Paredes.

Already an online peddler of books, CDs, shaving cream, diamond earrings and off-road vehicles, Amazon.com Inc. wants to add silk fabric and sewing needles to its virtual shelves.

Amazon.com on Wednesday agreed to buy Fabric.com Inc. of Marietta for undisclosed terms. Fabric.com received legal advice on the deal from former Powell Goldstein partner Arn Rubinoff, who’s now in solo practice in Atlanta.

Founded in 1999 by CEO Stephen Friedman, Fabric.com sells custom-cut fabrics for sewing, quilting and home decoration. Seattle-based Amazon.com said it bought Fabric.com to expand into sewing, craft and hobby sales.

Rubinoff’s practice includes advice on mergers and acquisitions, technology licensing and franchise development. When he’s not practicing law, Rubinoff serves as chairman of Natural Body Spa & Shoppe, a Southeastern chain of health and beauty-products retailers. He also teaches classes on business law at Georgia Tech’s College of Management.

Post Raisin Bran is known for being full of vitamins and also being cholesterol-free. But did you know it’s also sometimes tax-free?

Sutherland partner Reggie Clark in Atlanta was part of a team that advised Kraft Foods Inc. on the spin-off and merger of its Post cereals unit to Ralcorp Holdings Inc. in an all-stock, tax-free deal valued at $2.6 billion. After the merger, Kraft shareholders will own about 54 percent of the new Ralcorp entity and Ralcorp’s existing shareholders will own 46 percent of the new company.

Clark, along with fellow Sutherland tax partners Cliff Muller and Randy Buchanan in Washington, advised Kraft on the tax-free transaction. Sutherland is formerly known as Sutherland Asbill & Brennan.

Cravath, Swaine & Moore advised Kraft on corporate matters related to the transaction. Ralcorp general counsel Charles G. Huber Jr. performed due diligence for his company on corporate matters and the firm hired Bryan Cave for legal advice on tax issues.

Kraft, of Northfield, Ill., makes Oreo cookies, Maxwell House coffee and Kraft cheese. Ralcorp, of St. Louis, is the largest U.S. maker of private-label cereal, cookies, crackers, peanut butter, ketchup and other food items.

McKenna Long & Aldridge partner Luis Aguilar, a nominee to the Securities and Exchange Commission, said he supports adding regulations and staff to the federal agency to oversee investment banks, Reuters reported.

According to testimony submitted in response to questions from U.S. senators, Aguilar said he’d support additional rules for firms like Goldman Sachs and Lehman Brothers, if needed, to protect investors and promote market stability. Investment banking supervision has been scrutinized since Bear Stearns nearly collapsed when its liquidity dried up in March.

Aguilar also said the SEC should consider working with Congress to review the regulatory framework as there appears to be no regulatory agency with explicit statutory authority over investment banks.

Aguilar, a corporate, securities, international and investment advisors partner in Atlanta, was nominated by President Bush in March to fill two Democratic slots on the SEC.