Five years ago when Nelson Mullins Riley & Scarborough partner Rhys Wilson was giving a speech at a law-related event, the owner of a Suwanee-based systems integration company came up to him and said, “I’m thinking of selling my business.”

Earlier this month, Wilson helped Joseph Ciotti, the president of Richardson Technology Systems Inc., do just that. South Western Communications, based in Newburgh, Ind., bought Richardson for an undisclosed amount, forming the new SWC-Richardson Technology Systems.

The deal brings together two companies with a focus on integrating security and communications systems in diverse settings.

Wilson said his client, which was founded some 40 years ago, initially launched its business by installing intercom systems in schools. Now, it sets up systems for security passcards, cameras, video monitoring, professional sound systems for meeting rooms, bedside nurse-call buttons in hospitals and cellphone paging systems for doctors and nurses.

“They’ll take all the different systems that other companies have that are placed in buildings and help them talk to each other and work together,” said Wilson. “It’s all that boring stuff that nobody cares about until it’s not working.”

South Western, which is a portfolio company of Koch Enterprises, an Evansville, Ind., private holding company, focuses on integrating systems technology in commercial, industrial and prisons/detention facility  settings, as well as in the healthcare and educational sectors served by Richardson.

Wilson said the companies knew each other because each had customers with locations in the other’s territory and “they had to learn to share.” The CEOs knew and liked one another, Wilson said, and this helped the deal come together in just four or five months.

In addition to Wilson, other Nelson Mullins lawyers who worked on the deal were of counsel David K. Goldberg and associate Hemant Dutta.

South Western was represented by David Sanders of Fine & Hatfield in Evansville.

Cox Enterprises Inc. and Cox Radio Inc.—two companies that own some of Atlanta’s flagship media outlets—are looking to make their connections airtight. Cox Enterprises is offering to buy the remaining shares of Cox Radio that it doesn’t already own for about $69 million.

Cox Enterprises owns the rapidly shrinking Atlanta Journal-Constitution newspaper, while Cox Radio owns the Atlanta radio station WSB-AM. Although the two Cox companies are Atlanta institutions, they’re being advised by a cluster of attorneys in the nation’s capital.

Cox Enterprises is taking counsel from two attorneys at its longtime law firm: Dow Lohnes partners Stuart Sheldon and Thomas Twedt in Washington. Meanwhile, eight attorneys from DLA Piper’s Washington office are advising a two-person special independent committee of Cox Radio’s board of directors. The DLA Piper team is led by partner Jay Tannon.

The two Cox companies also own media properties outside Atlanta. Last year, Cox Enterprises put some of those properties up for sale, putting about 20 smaller newspapers on the auction block. Cox Enterprises also owns TV stations, like WSB in Atlanta; cable-television company Cox Communications; and automobile auctioneer Manheim.

Reflecting the broad financial problems in the U.S. newspaper industry, the Atlanta Journal-Constitution last week announced last month it planned to cut 90 jobs from the newsroom.

Faced with a lagging stock price and weak sales, Carmike Cinemas Inc. forced out its chairman and CEO, Michael Patrick, in January. The Columbus, Ga. company turned to King & Spalding partner Alan Prince to help negotiate the separation agreement with Patrick.

As part of the agreement, Carmike paid $5 million to Patrick, according to a regulatory filing. He will continue to receive medical benefits and group life insurance coverage until Jan. 31, 2012.

Carmike is the fourth-largest theater operator in the U.S. with 2,276 screens in 36 states. Carmike’s stock price has dropped from about $26 per share two years ago to its closing price of $1.92 per share on Tuesday. Carmike reported a $127 million loss in 2007, according to the Columbus Ledger-Enquirer. The company has not yet reported its full­-year financials from 2008.

An Atlanta-area company that distributes cell phones and laptops turned to New York law firm Morse, Zelnick, Rose & Lander for advice during its recent efforts to stave off a threatened proxy fight.

Morse, Zelnick, Rose & Lander partner Stephen Zelnick advised SED International Holdings Inc. during the negotiations with the activist investors, according to a regulatory filing. The investor group, which included North & Webster LLC of Cambridge, Mass., and which collectively owned a little more than a quarter of the company’s common stock, had sought to place its own nominees on the SED board.

Olshan Grundman Frome Rosenzweig & Wolosky partner Steve Wolosky advised the North & Webster-led activist-investor group.

Terms of the settlement agreement call for SED to expand its board to eight from six members; to appoint North & Webster’s founder and one other person to the board; to form corporate governance and legal affairs sub-committees of the full board; and other matters.

SED’s headquarters is located in the Royal Atlanta business park in Tucker, Ga. In fact, the company’s headquarters building was apparently an issue of contention with the activist investors. The 30,000-square-foot building, on North Royal Atlanta Drive, is owned by Diamond Chip Group LLC, which is controlled by trusts associated with SED Chief Executive Jean Diamond. As part of its settlement agreement, SED agreed to establish a subcommittee to review the terms of the company’s lease agreement with the Diamond family trusts that own the building. The subcommittee will include one member who has no “direct or indirect relationship” with the Diamond family trusts, according to the settlement agreement.

SED is a wholesale distributor to retailers of products ranging from digital cameras to monitors to MP3 players to cell-phone accessories. Its primary competitors are Ingram Micro and Tech Data Corp.

University of Connecticut law school professor Steven M. Davidoff, writing in his “Deal Professor” column for The New York Times on Tuesday, had some choice words for the special committee of independent directors of Landry’s Restaurants Inc.

Landry's owns Golden Nugget Hotels and Casinos in Las Vegas, Rainforest Cafe and other restaurants.

A look at Landry's recent history, however, shows that recent events, including hurricanes damaging its properties, the global credit crisis, and a dispute with its bondholders, had put the company in a tough spot.

Earlier this week, Landry’s called off its plans to be taken private by affiliates of the company’s chief executive, Tilman Fertitta, in a $1.3 billion deal. Instead, Landry’s said it will refinance about $400 million in debt with Jefferies & Co.

Landry’s deep-sixed the deal because the Securities and Exchange Commission was asking the deal’s lenders—Jefferies and Wells Fargo Foothill--to disclose material that Landry’s and the lenders deemed confidential.

In addition to criticizing Landry’s version of the events that led to the scrapping of the deal, Davidoff kept his sharpest knives for the company’s special independent committee. Davidoff said that the independent directors failed Landry’s shareholders by failing “to negotiate a standstill with Mr. Fertitta and allowed Mr. Fertitta to obtain majority control of this company while this failed deal was pending … depriving [shareholders] of a change-of-control premium and leaving them with unreimbursed substantial transaction expenses.”

Read Davidoff’s full column here.

King & Spalding partner Jack Capers was counsel to the special independent committee, along with two New York-based King & Spalding partners. Capers declined to comment.

Proskauer Rose advised Jefferies on Landry’s go-private talks. Haynes and Boone counseled Landry’s executives. Olshan Grundman Frome Rosenzweig & Wolosky advised Landry’s chief executive Tilman Fertitta.

Numerous events over the past three years led to Landry’s consideration of a deal to take itself private.

Back in 2007, Landry’s bondholders had threatened to force the company to repay its debt early because Landry’s had not made timely filings of its audited financial statements with the SEC, according to the Houston Chronicle. If Landry’s didn’t pay up early, the bondholders would force Landry’s to declare bankruptcy. Landry’s CEO Fertitta [photo, below] countered by suing the bondholders, claiming they were trying to extort millions of dollars from the company.

Landry’s and the bondholders reached a settlement that resulted in higher borrowing costs for Landry’s.

More recently, Landry’s business operations in Texas and Louisiana were hit hard by Hurricanes Gustav, Hannah and Ike and by Tropical Storm Eduard. When Hurricane Ike struck the Gulf Coast in September, “several of our restaurants in Galveston and Kemah sustained significant damage,” Landry’s said in its third-quarter earnings release. Landry’s took a pre-tax asset impairment charge of $24.4 million as a result of the hurricane damage, although some of that will be recouped through insurance.

Throw in last fall’s collapse of the global credit markets, and Jefferies’ and Wells Fargos’ ability to finance Landry’s go-private deal may have been fatally compromised. That last part is unknown, however, since Landry’s lenders declined to file certain information with the SEC.

Landry’s operates several restaurant chains, including Rainforest Café, Saltgrass Steak House, Landry’s Seafood House and The Chart House. Landry’s sold the Joe’s Crab Shack chain to J.H. Whitney & Co. in 2006.

The owner of the Rainforest Café and the Chart House restaurant has decided to scrap its plan to take itself private in a $1.3 billion deal. Landry’s Restaurants Inc. announced the decision yesterday.

King & Spalding partners Jack Capers in Atlanta and Dick Cirillo and Robert Finley in New York had been counsel to a special independent committee of Landry’s directors. Capers declined to comment on Tuesday.

Haynes and Boone was counsel to Landry’s executives. Olshan Grundman Frome Rosenzweig & Wolosky was advising Landry’s chief executive Tilman Fertitta.

Landry’s, of Houston, nixed the deal because the Securities and Exchange Commission had insisted that lenders involved in the transaction, including Jefferies & Co. and Wells Fargo, disclose confidential information, according to a regulatory filing. The lenders refused. Landry’s said that, instead of the going-private transaction, it will refinance $400 million of credit.

Landry’s operates one restaurant in Georgia, the Chart House in Savannah. Most of its properties are in Texas, Florida and California.

Nelson Mullins Riley & Scarborough partner Rusty Pickering in Atlanta advised a Chicago hedge fund on its proxy battle for control of the board of apartment developer Post Properties Inc. Skadden, Arps, Slate, Meagher & Flom partner Daniel E. Stoller in New York advised Post.

Last week, Atlanta-based Post Properties said it reached an agreement with Pentwater Capital Management LP to support the nomination of Chicago real estate investor David R. Schwartz as director. Post and Pentwater also agreed to nominate another director who has yet to be named. Pentwater also said it would vote for the eight incumbent Post directors up for re-election this year. Previously, Pentwater had sought to replace five Post directors. One of the incumbent Post directors up for re-election is King & Spalding senior counsel Herschel M. Bloom.

In January, Pentwater launched the proxy battle in an attempt to force Post to put itself up for sale. In response, Post said it was doing just that. But on June 25, Post said it was dropping its attempt to find a buyer, citing an “increasingly difficult market environment.”

Luis A. Aguilar was sworn in on Thursday as the newest commissioner at the U.S. Securities and Exchange Commission.

In a brief ceremony at the SEC’s regional office on Lenox Road in Atlanta, Aguilar took his oath from Clayton County (Ga.) Superior Court Judge Matthew O. Simmons, whom Aguilar described as a law school classmate and a long-time friend.

Aguilar will also have a second swearing-in ceremony in Washington, but the soon-to-be former McKenna Long & Aldridge partner said he wanted Atlanta to host a swearing-in as a way for him to pay tribute to where he began his legal career. Aguilar will also maintain a satellite SEC office in Atlanta, in addition to his official office in the District of Columbia.

Aguilar’s ceremony was attended by numerous members of the SEC’s Atlanta staff, as well as members of the local securities bar and other attorneys. Some of those in attendance were U.S. Attorney David Nahmias; Atlanta SEC regional director Kit Addleman; DeKalb State Court Judge Antonio DelCampo; Paul, Hastings, Janofsky & Walker partner Walt Jospin; Powell Goldstein partner Scott Sorrels; Schiff Hardin partner Michael Wolensky; and McKenna Long partner David Brown.

McKenna Long & Aldridge partner Luis Aguilar will break with tradition when he’s formally appointed a commissioner of the Securities and Exchange Commission.

Aguilar’s official swearing-in will be in Atlanta—not Washington, where the SEC is headquartered. Aguilar wanted the SEC’s Atlanta office to be the site of his swearing-in because that’s where he began his legal career, said Kit Addleman, SEC regional director in Atlanta.

“This is his way of providing a tribute to his roots here, to his beginnings as a young staff SEC lawyer,” Addleman said.

The swearing-in, by invitation only, is scheduled for Thursday, July 31 at 9 a.m. Aguilar will also have an unofficial swearing-in at the SEC offices in Washington, Addleman said.

Elisse B. Walter was sworn in as SEC commissioner on July 9 at the SEC's headquarters in Washington.

Aguilar’s primary office will be in Washington, but he will also maintain a satellite office in the Atlanta SEC office. That’s not uncommon, Addleman said. Other SEC commissioners have done the same: former commissioner Roel Campos maintained an office in Houston and former commissioner Norman S. Johnson kept an office in Salt Lake City.

Aguilar said that when he officially becomes an SEC commissioner, he’ll resign as a partner of McKenna Long & Aldridge, as per SEC rules.

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.